STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE
SEVENTEENTH DAY OF JANUARY, A.D. 1984, AT 9 0'CLOCK A.M.

                                                       /S/  Glenn C. Kenton
                                                          --------------------
                                           Glenn C. Kenton, Secretary of State

                                                      AUTHENTICATION: :0161434
                                                             DATE:  01/18/1984

                                  Page-59
<PAGE>

                          CERTIFICATE OF INCORPORATION
                                      OF
                          AMTEC SECURITIES CORPORATION

FIRST.  The name of the Corporation is:

                          AMTEC SECURITIES CORPORATION

SECOND.  The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle.  The
name of its registered agent at such address is The Corporation Trust Company.

THIRD.  The nature of the business or purposes to be conducted or promoted by
the Corporation is as follows:

To acquire, develop, license, sell and otherwise market technology of all
kinds, to manufacture, have manufactured, license, sell and otherwise market
products utilizing such technology, to make investments in and to enter into
joint ventures, partnerships and other business ventures with respect to the
foregoing.

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

FOURTH.  The total number of shares of stock which the Corporation shall have
authority to issue is 20,000,000 shares of Common Stock, $.01 par value per
share.

FIFTH.  The name and mailing address of the sole incorporator are as follows:

NAME                       MAILING ADDRESS
-------------------       -----------------
GENE T. BARTON, JR.       C/O HALE AND DORR
                          60 State Street
                          Boston, MA 02109

SIXTH.  In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

1.  Election of directors need not be by written ballot.

2.  The Board of Directors is expressly authorized to adopt, amend or repeal
the By-Laws of the Corporation.

                                  Page-60
<PAGE>
SEVENTH.  Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or any receiver or receivers appointed
for the Corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of the Corporation, as the case
may be, to be summoned in such manner as the said court directs.  If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

EIGHTH.  The Corporation reserves the right to amend, alter, change or repeal
any provision continued in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statue and the Certificate of Incorporation,
and all rights conferred upon stockholders herein are granted subject to this
reservation.

EXECUTED at Boston, on January 12, 1984.

                                  Page-61
<PAGE>
                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE
SEVENTEENTH DAY OF AUGUST, A.D. 1984, AT 10 0'CLOCK A.M.

                                                          /S/  Glenn C. Kenton
                                                          --------------------
                                           Glenn C. Kenton, Secretary of State

                                                      AUTHENTICATION: :0314628
                                                             DATE:  08/28/1984

                                  Page-62
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

The undersigned, David R. Teplitzky and Ellen B. Corenswet, the President and
Secretary, respectively, of Amtec Securities Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DO HEREBY CERTIFY:

FIRST:  That the Board of Directors of Amtec Securities Corporation, by a
written action in lieu of a meeting, adopted a resolution setting forth a
proposed amendment to the Certificate of Incorporation of said corporation.
The resolution setting forth the proposed amendment is as follows:

     RESOLVED:  That Article Fourth of the Certificate of Incorporation of the
corporation be amended to read as follows:

     "FOURTH.  The total number of shares of capital stock which the
corporation shall have authority to issue shall be thirty million (30,000,000)
shares of Common Stock, $.01 par value per share."

SECOND:  That said amendment to the corporation's Certificate of Incorporation
was ratified by a majority of the stockholders of the corporation pursuant to
a written action in lieu of a meeting dated August 15, 1984.

THIRD:  That the foregoing amendment to the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Sections 242 and 228 of
the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said corporation will not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, Amtec Securities Corporation has caused this certificate
to be signed by David R. Teplitzky, its President, and attested by Ellen B.
Corenswet, its Secretary, this 15th day of August, 1984.

                                                 AMTEC SECURITIES CORPORATION

                                                     /S/ David R. Teplitzky
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  Ellen B. Corenswet
By: -----------------------
    Secretary

                                  Page-63
<PAGE>
                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE SIXTH
DAY OF JUNE, A.D. 1985, AT 10 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: :0522211
                                                             DATE:  06/07/1985

                                  Page-64
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

The undersigned, David R. Teplitzky and Ellen B. Corenswet, the President and
Secretary, respectively, of Amtec Securities Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, DO HEREBY CERTIFY:

FIRST:  That the Board of Directors of Amtec Securities Corporation by a
written action in lieu of a meeting, adopted a resolution setting forth a
proposed amendment to the Certificate of Incorporation of said corporation.
The resolution setting forth the proposed amendment is as follows:

     RESOLVED:  That Article Fourth of the Certificate of Incorporation of the
corporation be amended to read as follows:

     "FOURTH.  The total number of shares of capital stock which the
corporation shall have authority to issue shall be forty million (40,000,000)
shares of Common Stock, $.01 par value per share."

SECOND:  That said amendment to the corporation's Certificate of Incorporation
was ratified by a majority of the stockholders of the corporation pursuant to
a written action in lieu of a meeting dated April 23, 1985.

THIRD:  That the foregoing amendment to the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Sections 242 and 228 of
the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said corporation will not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, Amtec Securities Corporation has caused this certificate
to be signed by David R. Teplitzky, its President, and attested by Ellen B.
Corenswet, its Secretary, this 23 day of April, 1985.

                                                 AMTEC SECURITIES CORPORATION

                                                    /S/  David R. Teplitzky
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  Ellen B. Corenswet
By: -----------------------
    Secretary

                                  Page-65
<PAGE>
                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF AMTEC SECURITIES CORPORATION FILED IN THIS OFFICE ON THE TWENTY-
SEVENTH DAY OF JANUARY, A.D. 1988, AT 9 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: :1562788
                                                             DATE:  01/27/1988

                                  Page-66
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                      OF
                          AMTEC SECURITIES CORPORATION,
                             a Delaware Corporation

The undersigned, Ross Lyndon-James and William G. Skolout, hereby certify that
they are the President and Secretary, respectively, of Amtec Securities
Corporation, a Delaware Corporation (the "Corporation"), and further certify
that:

FIRST:  That the Board of Directors of the Corporation, adopted resolutions
setting forth proposed amendments to the Certificate of Incorporation of the
Corporation.  The resolutions setting forth the proposed amendments state as
follows:

     "NOW, THEREFORE, BE IT RESOLVED, that Article Fourth of the Certificate
of Incorporation of the Corporation be amended to read as follows:

     'FOURTH:  The total number of the shares of capital stock which the
Corporation shall have authority to issue shall be sixty million (60,000,000)
shares of common stock, $.01 par value per share.'"

     NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Corporation change its
name to Ramtron International Corporation and that Article First of the
Certificate of Incorporation be so amended".

SECOND:  That said Amendments to the Corporation's Certificate of
Incorporation were ratified by the holder of a majority of the outstanding
shares of common stock of the corporation pursuant to a Board Resolution.

THIRD:  That written notice of such Amendments to the Corporation's
Certificate of Incorporation have been given to shareholders who did not
consent in writing, as provided in Section 228 (c) of the Delaware General
Corporation Law.

FOURTH:  That the foregoing amendments to the Corporation's Certificate of
Incorporation have been duly adopted in accordance with the provisions of
Sections 242 and 228 of the Delaware General Corporation Law.

FIFTH:  That the capital of said Corporation will not be reduced under or by
reason of said amendments.

IN WITNESS WHEREOF, Amtec Securities Corporation has caused the Certificate to
be signed by Ross Lyndon-James, its President, and attested by William G.
Skolout, its Secretary, this 23 day of October, 1987.

                                                 AMTEC SECURITIES CORPORATION

                                                     /S/  Ross Lyndon-James
                                                 By: ----------------------
                                                     President
ATTEST:

    /S/  William G. Skolout
By: -----------------------
    Secretary

                                  Page-67
<PAGE>
                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF RAMTRON INTERNATIONAL CORPORATION FILED IN THIS OFFICE ON THE
THIRTEENTH DAY OF MARCH, A.D. 1989, AT 10 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: :2096663
                                                             DATE:  03/13/1989

                                  Page-68
<PAGE>
                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                       RAMTRON INTERNATIONAL CORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify:

FIRST:  That at a meeting of the Board of Directors of Ramtron International
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

     RESOLVED, that Article FOURTH of the Corporation's Certificate of
Incorporation be and, subject to the approval of a majority of the holders of
the Corporation's outstanding shares, is hereby amended to increase the
authorized number of shares of the existing Common Stock from 60,000,000
shares to 100,000,000 shares; and to create a new class of 25,000,000 shares
of Nonvoting Common Stock, denominated Class A Nonvoting Common Stock, with a
par value of $0.01 per share, and to state the rights of those shares, which
said Article FOURTH is amended to read in full as follows:

     "FOURTH.  The total number of shares of all classes of common stock which
the Corporation shall have authority to issue is 125,000,000 shares, all of
which shall be of the par value of one cent ($0.01) each.  The common stocks
shall be divided into two classes, consisting of 100,000,000 shares designated
Common Stock and 25,000,000 shares designated Class A Nonvoting Common Stock.
The powers, preferences and rights of the Common Stock and the Class A
Nonvoting Common Stock shall be identical in all respects, share for share,
except that the shares of Common Stock shall entitle the holder thereof to one
(1) vote for each share on all matters on which stockholders are entitled or
required to vote, and the shares of Class A Nonvoting Common Stock shall not
entitle the holder thereof to any voting rights whatever.  No dividends may be
declared or paid and no other distributions of cash, securities or property
may be made by the Corporation in respect of any shares of Common Stock unless
simultaneously therewith a dividend or distribution identical on a per-share
basis is declared, paid or made, as the case may be, in respect of all
outstanding shares of Class A Nonvoting Common Stock.  The Corporation may not
enter into any agreement to effect any merger, consolidation or similar
transaction, or effect any merger, consolidation or similar transaction, that
provides or results in the conversion, exchange or repurchase of shares of its
Common Stock and Class A Nonvoting Common Stock unless the consideration to be
received by the holders thereof is identical on a per-share basis.

     This amendment shall be effective at 4:15 P.M. on the date that such
amendment is filed with the Secretary of State of the State of Delaware."

                                  Page-69
<PAGE>
SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a
majority of the stockholders of said corporation, in accordance with Section
228 of the General Corporation Law of the State of Delaware, consented in
writing to the amendment and gave prompt written notice of the taking of such
corporate action to those stockholders who did not consent thereto in writing.
The necessary number of shares as required by statute was voted in favor of
the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions
of Sections 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard Horton, its President, and Jerald A.
Bollinger, its Secretary, this 13 day of March, 1989.

                                             RAMTRON INTERNATIONAL CORPORATION

                                                     /S/  Richard L. Horton
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  Jerald A. Bollinger
By: ------------------------
    Secretary

                                  Page-70
<PAGE>
                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF RAMTRON INTERNATIONAL CORPORATION FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF APRIL, A.D. 1991, AT 9 0'CLOCK A.M.

                                                          /S/  Michael Harkins
                                                          --------------------
                                           Michael Harkins, Secretary of State

                                                      AUTHENTICATION: *3826688
                                                             DATE:  04/23/1991

                                  Page-71
<PAGE>
                             CERTIFICATE OF AMENDMENT
                                        OF
                           CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendments to the Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of Ramtron International
Corporation be amended by changing the FOURTH Article thereof so that, as
amended, said Article shall be and read as follows:

     "FOURTH.  The total number of shares of capital stock which the
Corporation shall have authority to issue is 145,000,000 shares, consisting of
125,000,000 shares of Common Stock, $0.01 par value per share (the "Common"),
and 20,000,000 shares of Preferred Stock, $0.01 par value per share (the
"Preferred").

     The Common Shall be divided into two classes, consisting of 100,000,000
shares designated Common Stock and 25,000,000 shares designated Class A
Nonvoting Common Stock.  The powers, preferences and rights of the Common
Stock and the Class A Nonvoting Common Stock shall be identical in all
respects, share for share, except that the shares of Common Stock shall
entitle the holder thereof to one (1) vote for each share on all matters on
which stockholders are entitled or required to vote, and the shares of Class A
Nonvoting Common Stock shall not entitle the holder thereof to any voting
rights, with the exception that holders of Class A Nonvoting Common Stock may
vote, together with the holders of Common Stock as a single class, on the
proposed liquidation or dissolution of the Corporation, the sale of
substantially all of the assets of the Corporation in one transaction or a
series of related transactions and on the proposed merger or consolidation of
the Corporation with another corporation or entity.  No dividends may be
declared or paid and no other distributions of cash, securities or property
may be made by the Corporation in respect of any shares of Common Stock unless
simultaneously therewith a dividend or distribution identical on a per-share
basis is declared, paid or made, as the case may be, in respect of all
outstanding shares of Class A Nonvoting Common Stock.  The Corporation may not
enter into any agreement to effect any merger, consolidation or similar
transaction, or effect any merger, consolidation or similar transaction, that
provides or results in the conversion, exchange or repurchase of shares of its
Common Stock and Class A Nonvoting Common Stock unless the consideration to be
received by the holders thereof is identical on a per-share basis.

                                  Page-72
<PAGE>
     The board of directors is authorized, subject to any limitation
prescribed by Law, to provide for the issuance of the shares of Preferred in
one or more series, and by filing a certificate pursuant to the applicable law
of the State of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designations, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.  The number of authorized
shares of Preferred may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the Common Stock, without a vote of the holders of Preferred, or
of any series thereof, unless a vote of such holders, is required pursuant to
the certificate or certificates establishing the series of Preferred."

     FURTHER RESOLVED, that the Certificate of Incorporation of Ramtron
International Corporation be amended by adding a new NINTH Article thereof so
that said Article shall be and read as follows:

     "NINTH.  The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as may be hereafter amended and supplemented."

SECOND:  That at a meeting duly held, the majority of stockholders have given
consent to said amendments in accordance with the provisions of Section 216 of
the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendments were duly adopted in accordance with the
applicable provisions of Section 216 and 242 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard L. Horton, its President, and attested by
David M. Becker, its Secretary, this 18 day of April, 1991.

                                             RAMTRON INTERNATIONAL CORPORATION

                                                     /S/  Richard L. Horton
                                                 By: ----------------------
                                                     President

ATTEST:

    /S/  David M. Becker
By: --------------------
    Secretary

                                  Page-73
<PAGE>
                             STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP OF RAMTRON INTERNATIONAL CORPORATION, A CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING RAMTRON CORPORATION
A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-THIRD DAY OF
DECEMBER, A.D. 1991, AT 9 0'CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

                                                         /S/ Michael Ratchford
                                                         ---------------------
                                         Michael Ratchford, Secretary of State

                                                      AUTHENTICATION: *3340594
                                                             DATE:  02/10/1992

                                  Page-74
<PAGE>
                      CERTIFICATE OF OWNERSHIP AND MERGER


Pursuant to the provisions of Section 253 of the Delaware Corporation Code,
the undersigned, Ramtron International Corporation, a Delaware Corporation
("Corporation"), adopts the following Certificate of Ownership and Merger for
the purpose of merging Ramtron Corporation, a Delaware Corporation
("Subsidiary"), into the Corporation:

1.  The name of the Corporation is Ramtron International Corporation.

2.  The name of the Subsidiary is Ramtron Corporation.

3.  The Corporation owns One Hundred Percent (100%) of the issued and
outstanding capital stock of the Subsidiary.

4.  Pursuant to the Resolution of the Board of Directors of the Corporation
attached hereto as Exhibit "A," on June 18, 1991 the Board of Directors of the
Corporation authorized and approved in writing the merger of the Subsidiary
into the Corporation, such merger to be effective as of December 4, 1991.

5.  All debts, obligations, and liabilities of the Subsidiary have been and
shall be assumed and discharged by the Corporation effective as of the date of
such merger.

6.  All of the rights, property, and assets of the Subsidiary have been and
shall be transferred, conveyed, and assigned to the Corporation effective as
of the date of such merger.

Dated:  December 4, 1991

RAMTRON INTERNATIONAL CORPORATION,
A Delaware Corporation


By:  /S/George J. Stathakis
     ----------------------
     George J. Stathakis, Chief Executive Officer


By:  /S/David M. Becker
     ---------------------
     David M. Becker, Secretary

                                  Page-75
<PAGE>
                                   EXHIBIT A
                               RESOLUTION OF THE
                BOARD OF DIRECTORS OF RAMTRON INTERNATIONAL CORPORATION

RESOLVED, that the Board of Directors of Ramtron International Corporation, a
Delaware Corporation ("Corporation"), deems it desirable and in the best
interest of the Corporation and its shareholders that the Corporation cause
Ramtron Corporation, a Delaware Corporation ("Subsidiary"), to be merged into
the Corporation pursuant to Section 253 of the Delaware Corporation Code, with
the Corporation surviving such merger ("Merger"), and that, in connection
therewith, the Corporation assume all the obligations and liabilities of the
Subsidiary and succeed to all of the rights, properties and assets of the
Subsidiary.

FURTHER RESOLVED, that the Chief Executive Officer, President, any Vice
President, Chief Financial Officer and each other officer of the Corporation
be, and each of them hereby is, authorized, for and in the name and on behalf
of the Corporation to take or cause to be taken such action and to execute and
deliver or cause to be executed and delivered, all such instruments and
agreements as any such officer may deem to be necessary or advisable in order
to consummate the Merger, to effect the purposes and intentions of the
foregoing resolutions, and to be in the best interest of the Corporation (as
conclusively evidenced by the taking of such action or the execution and
delivery of such instruments or documents, as the case may be, by or under the
direction of any such officer), including, without limitation, the execution
and filing of any certificate of ownership and merger, together with a copy of
these resolutions, and all actions heretofore taken by each of such officers
of the Corporation in connection with the subjects of the foregoing
resolutions be, and they hereby are, approved, ratified and confirmed in all
respects as the acts and deeds of the Corporation.

FURTHER RESOLVED, that any specific resolutions required for the purposes of
carrying out the transactions contemplated by the foregoing resolutions,
including, without limitation, the Merger, are hereby deemed adopted and may
be certified as having been adopted by the Board of Directors of the
Corporation provided that a copy thereof is inserted in the minute book of the
Corporation following these resolutions.

                                  Page-76
<PAGE>
                              STATE OF DELAWARE
                        OFFICE OF SECRETARY OF STATE

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "RAMTRON INTERNATIONAL CORPORATION" FILED IN THIS OFFICE ON THE
TWENTY-NINTH DAY OF JUNE, A.D. 1992, AT 9 0'CLOCK A.M.

                                                         /S/ Michael Ratchford
                                                         ---------------------
                                         Michael Ratchford, Secretary of State

                                                      AUTHENTICATION: *3502661
                                                             DATE:  06/29/1992

                                  Page-77
<PAGE>
                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, at a meeting held,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation.

     "FOURTH.  The total number of shares of capital stock which the
Corporation shall have authority to issue is 63,500,000, consisting of
53,500,000 shares of Common Stock, $0.01 par value per share (the "Common"),
and 10,000,000 shares of Preferred Stock, $0.01 par value per share (the
"Preferred").

     The Common shall be divided into two classes, consisting of 50,000,000
shares designated Common Stock and 3,500,000 shares designated Class A
Nonvoting Common Stock.  The powers, preferences and rights of the Common
Stock and the Class A Nonvoting Common Stock shall be identical in all
respects, share for share, except that the shares of Common Stock shall
entitle the holder thereof to one (1) vote for each share on all matters on
which stockholders are entitled or required to vote, and the shares of Class A
Nonvoting Common Stock shall not entitle the holder thereof to voting rights,
with the exception that holders of Class A Nonvoting Common Stock may vote,
together with the holders of Common Stock as a single class, on the proposed
liquidation or dissolution of the Corporation, the sale of substantially all
of the assets of the Corporation in one transaction or a series of related
transactions and on the proposed merger or consolidation of the Corporation
with another corporation or entity.  No dividends may be declared or paid and
no other distributions of cash, securities or property may be made by the
Corporation in respect of any shares of Common Stock unless simultaneously
therewith a dividend or distribution identical on a per-share basis is
declared, paid or made, as the case may be, in respect of all outstanding
shares of Class A Nonvoting Common Stock.  The Corporation may not enter into
any agreement to effect any merger, consolidation or similar transaction, or
effect any merger, consolidation or similar transaction, that provides or
results in the conversion, exchange or repurchase of shares of its Common
Stock and Class A Nonvoting Common Stock unless the consideration to be
received by the holders thereof is identical on a per-share basis.

                                  Page-78
<PAGE>
     At the effective time of this amendment, each outstanding share of Common
Stock and shares of Common Stock held as treasury shares shall be converted
into and be reconstituted as one-seventh share of Common Stock.  No fractional
shares shall be issued upon such conversion and reconstitution, and the number
of shares of Common Stock to be issued shall be rounded down to the nearest
whole share.  If a fractional interest in a share of Common Stock would,
except for the provisions of the preceding sentence, be deliverable upon such
conversion and reconstitution, the Corporation shall pay an amount in cash
equal to the fair market value of such fractional interest, as determined by
the Corporation's Board of Directors, to each holder of Common Stock to whom
such fractional interest would have been deliverable.

     The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred in
one or more series, and by filing a certificate pursuant to the applicable law
of the State of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designations, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof.  The number of authorized
shares of Preferred may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the Common Stock, without a vote of the holders of the Preferred,
or of any series thereof, unless a vote of such holders is required pursuant
to the certificate or certificates establishing the series of Preferred."

SECOND:  That holders of a majority of the outstanding common stock of the
Company have approved said amendment by written consent in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

THIRD:  That the aforesaid amendments were duly adopted in accordance with the
applicable provisions of Section 228 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard L. Horton, its President, and attested by
David M. Becker, its Secretary, this 5th day of June 1992.

Ramtron International Corporation

By: /S/ George J. Stathakis
    -----------------------
    George J. Stathakis, Chief Executive Officer

ATTEST:

By:  /S/ David M. Becker
     -------------------
     David M. Becker, Secretary

                                  Page-79
<PAGE>
                               STATE OF DELAWARE
                        OFFICE OF THE SECRETARY OF STATE

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STOCK
DESIGNATION OF "RAMTRON INTERNATIONAL CORPORATION" FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF NOVEMBER, A.D. 1992, AT 1:43 0'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS ON THE SIXTEENTH DAY OF NOVEMBER, A.D. 1992 FOR RECORDING.

                                                         /S/ Michael Ratchford
                                                         ---------------------
                                         Michael Ratchford, Secretary of State

                                                      AUTHENTICATION: *3661985
                                                             DATE:  11/16/1992

                                  Page-80
<PAGE>
             CERTIFICATE OF DESIGNATION, PREFRENCES, RIGHTS, AND
                              LIMITATIONS OF

           SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK, $14 PAR
                                 VALUE OF

                     RAMTRON INTERNATIONAL CORPORATION

            Pursuant to Section 151 of the General Corporation Law
                         of the State of Delaware

RAMTRON INTERNATIONAL CORPORATION (hereinafter called the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify:

THAT, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, and pursuant to
the providing of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting duly held on October 30, 1992, duly adopted a
resolution providing for the issuance of a series of 1,365,046 shares of
Series A Cumulative Convertible Preferred Stock, $0.01 Par Value, which
resolution is as follows:

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in accordance with the provisions
of its Certificate of Incorporation, as amended, a series of Preferred Stock
of the Corporation be and it hereby is given the distinctive designation of
Series A Cumulative Convertible Preferred Stock, $0.01 Par Value (hereinafter
referred to as the "Series A Preferred Stock"), said Series to consist of
1,365,046 shares of the par value of $0.01 per share, of which the preferences
and relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, shall be as follows:

1.  Dividends on Series A Preferred Stock.  The holders of the Series A
Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors out of the funds of the Corporation legally available
therefor, cumulative dividends at the annual rate of eight percent (8%) per
annum calculated on a stated value of $14.00 per share of Series A Preferred
Stock; provided, however, that dividends on the Series A Preferred Stock shall
be payable only in Common Stock of the Corporation which, for purposes of such
dividends, shall have a deemed value of $14.00 per share of Common Stock.  Any
fractional shares of the Corporation's Common Stock otherwise issuable
pursuant to this paragraph shall be rounded to the nearest whole share.  If
the dividend on the Series A Preferred Stock for any dividend period shall not
have been paid or set apart in full for the Series A Preferred Stock, the
aggregate deficiency shall be cumulative and shall be fully paid or set apart
for payment before any dividends shall be paid upon or set apart for payment
for any class of Common Stock of the Corporation.  Accumulations of dividends
on the Series A Preferred Stock shall not bear interest.

                                  Page-81
<PAGE>
2.  Conversion of Series A Preferred Stock into Common Stock.

    (a)  Subject to the provisions of this paragraph 2, the holder of record
of any share or shares of Series A Preferred Stock shall have the right, at
his option, at any time after the issuance of said shares and prior to
June 30, 1993, to convert each said share of Series A Preferred Stock into one
fully paid and non-assessable share of Common Stock of the Corporation.

    (b)  Any holder of a share of Series A Preferred Stock desiring to convert
such Series A Preferred Stock into Common Stock of the Corporation shall
surrender the certificate or certificates representing the share or shares of
Series A Preferred Stock so to be converted, duly indorsed to the Corporation
or in blank, at the principal office of the Corporation (or such other place
as may be designated by the Corporation), and shall given written notice to
the Corporation at said office that he elects to convert the same, and setting
forth the name or names (with the address or addresses) in which the shares of
Common Stock are to be issued.

If the last day for the exercise of the conversion right in the city where the
principal place of business of the Corporation (or in the city of the
principal office of such other entity as the Corporation shall have designated
as the place so to surrender Series A Preferred Stock for conversion, as
aforesaid) shall be a legal holiday or a day on which banking institutions are
authorized by law to close, then such conversion right may be exercised in
such city on the next succeeding day not in such city a legal holiday or a day
on which banking institutions are authorized by law to close.

    (c)  Conversion of the Series A Preferred Stock shall be subject to the
following additional terms and provisions:

         (1)  As promptly as practicable after the surrender for conversion of
any Series A Preferred Stock, the Corporation shall deliver or cause to be
delivered at the principal office of the Corporation (or such other place as
may be designated by the Corporation), to or upon the written order of the
holder of such Series A Preferred Stock, certificates representing the shares
of Common Stock issuable upon such conversion, issued in such name or names as
such holder may direct.  Shares of the Series A Preferred Stock shall be
deemed to have been converted as of the close of business on the date of the
surrender of the Series A Preferred Stock for conversion, as provided above,
and the rights of the holders of such Series A Preferred Stock shall cease at
such time, and the person or persons in whose name or names the certificates
for such shares are to be issued shall be treated for all purposes as having
become the record holder or holders of such Common Stock at such time;
provided, however, that any such surrender on any date when the stock transfer
books of the Corporation shall be closed shall constitute the person or
persons in whose name or names the certificates for such shares are to be
issued as the record holder or holders thereof for all purposes at the close
of business on the next succeeding day on which such stock transfer books are
open.

                                  Page-82
<PAGE>
         (2)  The Corporation shall at the time of such conversion pay to the
holder of record of any share or shares of Series A Preferred Stock any
accrued but unpaid dividends on said Series A Preferred Stock so surrendered
for conversion, in accordance with paragraph (1) above.

         (3)  In the event that the Corporation shall at any time subdivide or
combine into a greater or lesser number of shares the outstanding shares of
Common Stock, the number of shares of Common Stock issuable upon conversion of
the Series A Preferred Stock shall be proportionately increased in the case of
subdivision or decreased in the case of combination, effective in either case
at the close of business on the date when such subdivision or combination
shall become effective.

         (4)  No adjustment of the conversion ratio shall be made by reason of
the issuance, other than as provided in subparagraph (3) above, of any shares
of Common Stock of the Corporation, or of any securities convertible into
shares of Common Stock or other securities of the Corporation, or of any
rights, warrants or options to subscribe for or purchase shares of Common
Stock or other securities of the Corporation, or of any other securities of
the Corporation, provided that in the event the Corporation offers any of its
Common Stock pursuant to any rights that may be granted to such holders of
Common Stock by the Board of Directors of the Corporation, the Corporation
shall mail written notice of such offer to the holders of the Series A
Preferred Stock then of record at least twenty (20) days prior to the record
date for the determination of holders of the Common Stock entitled to receive
any such offer.

         (5)  The Corporation shall at all times reserve and keep available
solely for the purpose of issue upon conversion of Series A Preferred Stock,
as herein provided, such number of shares of Common Stock as shall be issuable
upon the conversion of all outstanding shares of Series A Preferred Stock.

3.  Redemption of Series A Preferred Stock.

    (a)  The Series A Preferred Stock shall be redeemed mandatorily without
further action or resolution of the Corporation's Board of Directors,
on June 30, 1993, if the Series A Preferred Stock has not been converted into
Common Stock, as provided in paragraph 2 above, prior to such date.  Each
share of Series A Preferred Stock shall be redeemed for one fully paid and
non-assessable share of Common Stock of the Corporation.

    (b)  Upon such redemption date, the holders of shares of Series A
Preferred Stock shall cease to be stockholders with respect to such shares and
shall have no interest in or claim against the Corporation by virtue thereof
and shall have no voting or other rights with respect to such shares, except
the right to receive the shares of Common Stock of the Corporation payable
upon such redemption from the Corporation upon surrender (and indorsement, if
required by the Corporation) of the certificates, and the shares represented
thereby shall no longer be deemed to be outstanding.

                                  Page-83
<PAGE>
    (c)  The Corporation shall, at the time of such redemption, pay to the
holder of record of any share or shares of Series A Preferred Stock any
accrued but unpaid dividends on said Series A Preferred Stock so surrendered
for redemption, in accordance with paragraph 1 above.

    (d)  The Corporation shall at all times reserve and keep available solely
for the purpose of issue upon redemption of Series A Preferred Stock, as
herein provided, such number of shares of Common Stock as shall be issuable
upon the redemption of all outstanding shares of Series A Preferred Stock.

4.  Voting Rights.  Except as may be otherwise provided in this Certificate of
Incorporation or by applicable law, the holder(s) of Series A Preferred Stock
shall not be entitled to any vote in respect of such Series A Preferred Stock
at any meeting of stockholders of the Corporation.

5.  Redemption of Series A Preferred Stock in the Event of Dissolution.  In
the event of any liquidation, dissolution or winding-up of the affairs of the
Corporation, whether voluntary or otherwise, the holders of the Series A
Preferred Stock shall be entitled to receive one fully paid and non-assessable
share of Common Stock of the Corporation for each share of Series A Preferred
Stock, plus an amount of Common Stock, calculated in accordance with paragraph
1 above, equal to all dividends accrued and unpaid on each such share up to
the date fixed for distribution.  Thereafter, the holders of such Common Stock
shall be treated equally with the other holders of Common Stock of the
Corporation with respect to such liquidation, dissolution or winding-up of the
affairs of the Corporation.

6.  Limitations on Corporation; Shareholder Consent.  So long as any shares of
Series A Preferred Stock are outstanding, the Corporation shall not, without
the affirmative vote or the written consent, as provided by law, of the
holders of at least two-thirds (2/3) of the outstanding shares of Series A
Preferred Stock, voting as a class, change the preferences, rights or
limitations with respect to the Series A Preferred Stock in any material
respect prejudicial to the holders thereof, or increase the authorized number
of shares of Series A Preferred Stock; but nothing herein contained shall
require such a class vote or consent (a) in connection with any increase or
decrease in the total number of authorized shares of Common Stock, (b) in
connection with the authorization, designation, increase or issuance of any
class or series of stock ranking on a party with the Series A Preferred Stock,
(c) in connection with the creation of additional series of Preferred Stock,
having such powers and relative, participating, optional or other special
rights as shall be stated in the resolution or resolutions providing for the
issue of such series of Preferred Stock as may be adopted thereof, in
accordance with the laws of the State of Delaware, or (d) in connection with
the issuance of any presently authorized but unissued shares of Preferred
Stock.

                                  Page-84
<PAGE>
IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate to be executed by its President and by its Secretary, this 12th
day of November, 1992.

L. David Sikes

/S/ L. David Sikes
------------------
President

David M. Becker

/S/ David M. Becker
-------------------
Secretary

                                  Page-85
<PAGE>
                               STATE OF DELAWARE
                        OFFICE OF THE SECRETARY OF STATE

I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STOCK
DESIGNATION OF "RAMTRON INTERNATIONAL CORPORATION" FILED IN THIS OFFICE ON THE
TENTH DAY OF DECEMBER, A.D. 1993, AT 3 0'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS ON THE THIRTEENTH DAY OF DECEMBER, A.D. 1993 FOR RECORDING.

                                                        /S/ William T. Quillen
                                                        ----------------------
                                        William T. Quillen, Secretary of State

                                                      AUTHENTICATION: *4187627
                                                             DATE:  12/13/1993

                                  Page-86
<PAGE>
                        CERTIFICATE OF DESIGNATIONS,
                  PREFRENCES, RIGHTS, AND LIMITATIONS OF

                   SERIES B CONVERTIBLE PREFERRED STOCK
                                    AND
            SERIES C CONVERTIBLE PERFORMANCE RIGHT PREFERRED STOCK

                                     OF

                     RAMTRON INTERNATIONAL CORPORATION

            Pursuant to Section 151 of the General Corporation Law
                         of the State of Delaware

RAMTRON INTERNATIONAL CORPORATION (hereinafter called the "Corporation"), a
Delaware corporation, does hereby certify:

THAT, pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, and pursuant to
the provisions of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting held on December 1, 1993, duly adopted the following
resolutions; providing for the issuance of a series of 3,600,000 shares of
Series B Convertible Preferred Stock and a series of 3,600,000 shares of
Series C Convertible Performance Right Preferred Stock:

I.  Series B Convertible Preferred Stock.

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in the Certificate of
Incorporation, as amended, a series of Preferred Stock of the Corporation be
and it hereby is authorized, and, as so authorized, is designated "Series B
Convertible Preferred Stock" (hereinafter called the "Series B Convertible
Preferred Stock"), said series to consist of 3,600,000 shares, of $0.01 par
value per share, of which the preferences and relative, participating,
optional or other special rights, and the qualifications, limitations or
restrictions thereof, shall be as follows:

    (a)  Dividends on Series B Convertible Preferred Stock.  The holders of
outstanding Series B Convertible Preferred Stock shall not be entitled to
receive any dividends.

    (b)  Redemption.  Except as provided in Section (c)(2) hereof, the Series
B Convertible Preferred Stock shall not be subject to redemption at any time.

    (c)  Preference on Liquidation.

        (1)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (any such instance hereinafter
called a "Liquidation"):

                                  Page-87
<PAGE>
            (i)  Subject to the rights of any class or series of stock of the
Corporation hereafter issued and ranking senior to the Series B Convertible
Preferred Stock, upon liquidation, dissolution or winding up of the
Corporation, the holders of shares of the Series B Convertible Preferred Stock
then outstanding shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its stockholders, prior to and in
preference of any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Common Stock (hereinafter called "Common
Stock") and Class A Nonvoting Common Stock (hereinafter called "Class A
Nonvoting Common Stock") of the Corporation or of any other shares of the
Corporation hereafter issued that upon liquidation are junior to the Series B
Convertible Preferred Stock (such Common Stock, Class A Nonvoting Common Stock
and such other shares being hereinafter collectively called "Junior Shares")
by reason of their ownership thereof, an amount equal to $9.00 per share of
the Series B Convertible Preferred Stock (hereinafter called the "Liquidation
Preference").  Upon receipt of such amount, holders of Series B Convertible
Preferred Stock will not share in any additional proceeds, whether of cash or
other property, that may result from such Liquidation.  If, upon Liquidation
of the Corporation, the assets of the Corporation available for distribution
to its stockholders shall be insufficient to pay to the holders of the Series
B Convertible Preferred Stock the full amounts to which they otherwise would
be entitled, the holders of the Series B Convertible Preferred Stock and any
stock ranking on a parity thereto with respect to liquidation, dissolution or
winding up shall share ratably in any distribution of assets according to the
respective amounts which would have been payable in respect to the shares of
the Series B Convertible Preferred Stock and such parity stock held by them
upon such distribution if all amounts payable on or with respect to said
shares were paid in full.

            (ii)  All of the preferential amounts to be paid to the holders of
Series B Convertible Preferred Stock under this Section (c)(1) shall be paid
or set apart for payment prior to payment or setting apart for payment of any
amount for, or the distribution of any amounts to, the holders of any Junior
Shares in connection with any Liquidation.  After setting apart or paying in
full the preferential amounts due the holders of the Series B Convertible
Preferred Stock, the remaining assets of the Corporation available for
distribution to stockholders, if any, shall be distributed to the holders of
Junior Shares pursuant to the respective priorities of such shares.

        (2)  Without first obtaining the approval by vote or written consent
in the manner provided by law of the holders of at least a majority of the
total number of shares of the Series B Convertible Preferred Stock then
outstanding, voting separately as a class, the Corporation shall not sell or
otherwise transfer for value all or substantially all of its assets or merge
or consolidate with another entity if such merger or consolidation would
result in the exchange of the outstanding shares of the Corporation for
securities or consideration issued, or caused to be issued, by the surviving
corporation, its subsidiary or parent (except for a merger or consolidation
after the consummation of which the stockholders of the Corporation own in
excess of fifty percent (50%) of the voting securities of the surviving
corporation or its parent corporation), unless immediately prior to such sale,
transfer for value, merger or consolidation each outstanding share of the
Series B Convertible Preferred Stock is redeemed out of funds legally
available therefor for an amount equal to the Liquidation Preference.

                                  Page-88
<PAGE>
            (i)  At least thirty (30), but not more than sixty (60), days
prior to the date fixed for the redemption of shares of Series B Convertible
Preferred Stock in accordance with this Section (c)(2), a written notice shall
be mailed in a postage prepaid envelope to each holder of record of shares of
Series B Convertible Preferred Stock to be redeemed, addressed to such holder
at such holder's post office address as shown on the records of the
Corporation, notifying such holder of the redemption of such shares, stating
the date fixed for redemption thereof (the "Redemption Date"), and calling
upon such holder to surrender to the Corporation, on the Redemption Date at
the place designated in such notice, such holder's certificate or certificates
representing the number of shares specified in such notice of redemption.  On
or after the Redemption Date, such holder of shares of Series B Convertible
Preferred Stock to be redeemed shall present and surrender such holder's
certificate or certificates for such shares to the Corporation at the place
designated in such notice and thereupon the redemption price of such shares
shall be paid to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled.

            (ii)  At its election, the Corporation, prior to the Redemption
Date, may deposit the redemption price of the shares of Series B Convertible
Preferred Stock so called for redemption in trust for the holders thereof with
a bank or trust company in any city in which the Corporation at the time shall
maintain a transfer agency with respect to such shares, in which case the
aforesaid notice of holders of shares of Series B Convertible Preferred Stock
to be redeemed shall (a) state the date of such deposit, (b) specify the
office of such bank or trust company as the place of payment of the redemption
price and (c) call upon such holders to surrender the certificates
representing such shares at such place on or after the date fixed in such
redemption notice (which shall not be later than the Redemption Date) against
payment of the redemption price.  Any interest accrued on such funds shall be
paid to the Corporation from time to time.  Any monies so deposited which
shall remain unclaimed by the holders of such shares of Series B Convertible
Preferred Stock at the end of two years after the Redemption Date shall be
returned by such bank or trust company to the Corporation.

            (iii)  If a notice of redemption has been give pursuant to Section
(c)(2) and any holder of shares of Series B Convertible Preferred Stock shall,
prior to the close of business on the second business day preceding the
Redemption Date, give written notice to the Corporation pursuant to Section
(e)(2) below of the conversion of any or all of the shares to be redeemed held
by such holder (accompanied by a certificate or certificates for such shares,
duly endorsed or assigned to the Corporation, and any necessary transfer tax
payment, as required by Section (g) below), then such redemption shall not
become effective as to such shares to be converted, such conversion shall
become effective as provided in Section (e) below, and any monies set aside by
the Corporation for the redemption of such shares of converted Series B
Convertible Preferred Stock shall revert to the general funds of the
Corporation.

                                  Page-89
<PAGE>
    (d)  Voting.  Except as otherwise required by law or by the Certificate of
Incorporation of the Corporation, each outstanding share of Series B
Convertible Preferred Stock shall have one vote on all matters which are the
subject of a vote of the holders of Common Stock, whether at any annual or
special meeting of stockholders of the Corporation, or by written consent,
voting as a class together with the Common Stock.

    (e)  Conversion Rights.

        (1)  Each share of the Series B Convertible Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date
of issuance of such share and before December 15, 1995, into one "Unit,"
comprised of one share of Common Stock and one share of Series C Convertible
Performance Right Preferred Stock ("Performance Right Preferred Stock").  Such
optional conversion shall be deemed to have been effected on the date when
delivery of the certificate or certificates representing the shares to be
converted is made pursuant to Section (e)(2) hereof and such date is
hereinafter called the "Optional Conversion Date".  If not previously
converted, each share of Series B Convertible Preferred Stock shall
automatically be converted into one Unit on the earlier to occur of
December 15, 1995, or the date on which a registration statement filed by the
Corporation with the Securities and Exchange Commission becomes effective with
respect to the Common Stock and Performance Right Preferred Stock issuable
upon conversion of the then outstanding Series B Convertible Preferred Stock.
Such automatic conversion date is hereinafter called the "Conversion Date."

        (2)  The holders of the Series B Convertible Preferred Stock may
exercise the conversion rights thereof until the Conversion Date as to all or
any part thereof by delivering to the Corporation during regular business
hours, at the office of any transfer agent of the Corporation for the Series B
Convertible Preferred stock, at the principal office of the Corporation, or at
such other place as may be designated by the Corporation, the certificate or
certificates representing the shares to be converted, duly endorsed for
transfer to the Corporation, accompanied by written notice stating that the
holder elects to convert such shares.  As promptly as practicable after the
conversion of any shares of the Series B Convertible Preferred Stock, the
Corporation shall issue and deliver to, or upon the written order of such
holder, at such office or other place designated by the Corporation, a
certificate or certificates registered in the name of the holder for the
number of full shares of Common Stock and Performance Right Preferred Stock to
which such holder is entitled and a check made payable to such holder with
respect to any fractional interest in share of Common Stock or Performance
Right Preferred Stock as provided in Section (f) below.  The holder shall be
deemed to have become a stockholder of record on the Optional Conversion Date
or the Conversion Date, as applicable, unless the transfer books of the
Corporation are closed on that date, in which event the holder shall be deemed
to have become a stockholder of record on the next succeeding date on which
the transfer books are open, but the "Closing Price," as defined below, shall

                                  Page-90
<PAGE>
be that in effect on the applicable Optional Conversion Date or Conversion
Date.  Upon conversion of only a portion of the number of shares of the Series
B Convertible Preferred Stock represented by a certificate surrendered for
conversion, the Corporation shall issue and deliver to the holder of the
certificate so surrendered for conversion, at the expense of the Corporation,
a new certificate representing the unconverted portion of the Series B
Convertible Preferred Stock certificate so surrendered and a certificate or
certificates for the number of shares of Common Stock and Performance Right
Preferred Stock to which such holder is entitled.

    (f)  No Fractional Shares.  No fractional shares of Common Stock,
Performance Right Preferred Stock or scrip shall be issued upon conversion of
shares of the Series B Convertible Preferred Stock.  Instead of any fractional
shares of Common Stock or Performance Right Preferred Stock which would
otherwise be issuable upon conversion of any of the Series B Convertible
Preferred Stock, the Corporation shall pay a cash adjustment in respect of
such fractional interest, the fair value of which shall be determined in good
faith by the Board of Directors of the Corporation, which determination shall
be conclusive and binding.

    (g)  Taxes.  The Corporation shall pay any and all issue and other taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock and Performance Right Preferred Stock on conversion of the Series B
Convertible Preferred Stock pursuant hereto.  The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of shares of Common Stock in a
name other than in which the shares of Series B Convertible Preferred Stock so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of any such tax, or has established, to the satisfaction of the
Corporation, that such tax has been or promptly will be paid.

    (h)  Shares Reserved.  The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock and Performance
Right Preferred Stock, solely for the purpose of effecting the conversion of
the Series B Convertible Preferred Stock, the full number of shares of Common
Stock and Performance Right Preferred Stock deliverable upon the conversion of
all Series B Convertible Preferred Stock from time to time outstanding.  The
Corporation shall from time to time (subject to obtaining necessary director
and stockholder approval), in accordance with the laws of the State of
Delaware, increase the authorized amounts of its Common Stock and Performance
Right Preferred Stock if at any time the authorized number of shares of its
Common Stock and Performance Right Preferred Stock remaining unissued shall
not be sufficient to permit the conversion of all of the shares of Series B
Convertible Preferred Stock at the time outstanding.

    (i)  Status of Shares.  All shares of Common Stock and Performance Right
Preferred Stock which may be issued upon conversion of the Series B
Convertible Preferred Stock will upon issuance by the Corporation be validly
issued, fully-paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof.

                                  Page-91
<PAGE>
    (j)  Adjustment of the Number of Shares to be Received upon Conversion of
Shares of Series B Convertible Preferred Stock.

        (1)  In case the Corporation shall at any time split or subdivide the
outstanding shares of Common Stock, or shall issue a stock dividend on its
outstanding Common Stock, or combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, the number of shares into
which the shares of Series B Convertible Preferred Stock were convertible
immediately prior to such event shall be adjusted such that the holder of each
share of Series B Convertible Preferred Stock shall be entitled upon
conversion to receive the number of shares of Common Stock which such holder
would have been entitled to receive after the happening of any such event
described above, had such share of Series B Convertible Preferred Stock been
converted immediately prior to the happening of such event or any record date
with respect thereto.  An adjustment made pursuant hereto shall become
effective immediately after the effective date of such event, retroactive to
the record date, if any, for such event.

        (2)  If the Corporation shall issue rights, options or warrants, or
convertible or exchangeable securities containing or providing for the right
to subscribe for or purchase shares of Common Stock, to all holders of its
outstanding Common Stock, without payment of additional consideration by such
holders, entitling them, at any time prior to the Conversion Date, to
subscribe for or purchase shares of Common Stock at a price per share that is
less than the market price per share of Common Stock as of the record date for
such transaction, the number of shares of Common Stock into which the then
outstanding shares of Series B Convertible Preferred Stock are convertible
shall be determined by multiplying the number of shares into which the Series
B Convertible Preferred Stock were convertible immediately prior to such
transaction by a fraction, of which the numerator shall be (i) the number of
shares of Common Stock outstanding on the date of issuance of such rights,
options or warrants, or such convertible or exchangeable securities, plus the
number of additional shares of Common Stock represented by such convertible
securities so offered for subscription or purchase, and of which the
denominator shall be (ii) the number of shares of Common Stock outstanding on
the date of issuance of such rights, options or warrants, or such convertible
or exchangeable securities, plus the number of shares which the aggregate
exercise price of the total number of shares represented by such convertible
securities so offered would purchase at the market price per share of Common
Stock at such record date.  Such adjustment shall be made whenever such
rights, options or warrants, or such convertible or exchangeable securities,
are issued, and shall become effective immediately on the date of issuance
retroactive to the record date for the determination of stockholders entitled
to receive such rights, options or warrants, or such convertible or
exchangeable securities.

                                  Page-92
<PAGE>
        (3)  For the purpose of adjustments required by Section (j)(2), the
shares of Common Stock that the holder of any rights, options, warrants or
convertible or exchangeable securities shall be entitled to subscribe for or
purchase shall be deemed to be issued and outstanding as of the date of sale,
issuance or distribution of such securities and the consideration, if any,
received by the Corporation therefor shall be deemed to be the consideration
actually received by the Corporation for such securities, plus the
consideration or premiums stated in such securities to be paid for the shares
of Common Stock acquired upon such exercise and conversion.

        (4)  For the purpose of any computation under Section (j)(2), the
market price per share of Common Stock at any date shall be determined as of
the record date based upon the average of the last closing sale price as
reported by any national securities exchange or a consolidation transaction
reporting system on which such shares are listed for the forty (40) trading
days immediately preceding such date.  If the Common Stock is not listed on a
national exchange or consolidated transaction reporting system, the market
price per share of Common Stock at any date shall mean the average of the
closing bid and ask prices as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or a successor or similar
organization, for the forty (40)-day trading period immediately preceding such
date.  If the Common Stock is not listed on a national exchange or
consolidated transaction reporting system or reported on the National
Association of Securities Dealers, Inc. Automated Quotation System or a
successor or similar organization, the market price per share of Common Stock
at any date shall be as determined in good faith by the Board of Directors of
the Corporation, which determination shall be conclusive.

        (5)  No adjustment in the number of shares into which the Series B
Convertible Preferred Stock are convertible shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%)
in the number of shares of Common Stock into which the Series B Convertible
Preferred Stock are convertible; provided, however, that any adjustments which
by reason of this Section (j)(5) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.  All calculations
shall be made to the nearest cent and to the nearest one-hundredth of a share,
as the case may be.

        (6)  Irrespective of any adjustments in the number of shares into
which the Series B Convertible Preferred Stock are convertible, the
certificates representing the Series B Convertible Preferred Stock theretofore
and thereafter may continue to express the same number of shares as are
initially stated in the Series B Convertible Preferred Stock.

        (7)  If the shares of Common Stock shall be changed into the same or a
different number of shares of any other class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares, stock dividend or reorganization, merger, consolidation
or sale of assets expressly provided for in Section (c)(2) hereof), then, and
in any such event, each holder of Series B Convertible Preferred Stock shall

                                  Page-93
<PAGE>
have the right to convert such stock into the kind and amount of stock and
other securities and property receivable upon such recapitalization,
reclassification or other change, which such holder would have been entitled
to receive after the happening of any such event described above, had such
shares of Series B Convertible Preferred Stock been converted immediately
prior to such recapitalization, reclassification or change or any record date
with respect thereto.  An adjustment made pursuant hereto shall become
effective immediately after the effective date of such event, retroactive to
the record date, if any, for such event.

    (k)  Changes Affecting the Series B Convertible Preferred Stock.  So long
as any shares of the Series B Convertible Preferred Stock are outstanding, the
Corporation shall not, without first obtaining the approval by vote or written
consent in the manner provided by law of the holders of at least a majority of
the total number of shares of the Series B Convertible Preferred Stock then
outstanding, voting separately as class, change the preferences, rights or
limitations with respect to the Series B Convertible Preferred Stock in any
material respect prejudicial to the holders thereof, increase the authorized
number of shares of Series B Convertible Preferred Stock, increase or decrease
the authorized number of shares of Preferred Stock of the Corporation, or
authorize, designate or increase or decrease the number of authorized shares
of any class or series of stock of the Corporation ranking on a parity with or
senior to the Series B Convertible Preferred Stock as to dividends or upon
dissolution, liquidation or winding up of the Corporation; but nothing
contained herein shall require such a class vote or consent (i) in connection
with any increase or decrease in the total number of authorized shares of the
Common Stock or Performance Right Preferred Stock, (ii) in connection with the
authorization, designation, increase or decrease of any class or series of
Junior Shares; or (iii) in connection with the issuance of any presently
authorized but unissued shares of Series B Convertible Preferred Stock.

    (l)  Status of Converted Series B Convertible Preferred Stock.  No share
or shares of Series B Convertible Preferred Stock acquired by the Corporation
by reason of purchase, conversion, redemption or otherwise shall be re-issued
and such shares shall be canceled and retired and, upon compliance with
applicable law, returned to the status of authorized but unissued and
undesignated shares of Preferred Stock of the Corporation.  All certificates
representing any of the Series B Convertible Preferred Stock surrendered for
conversion shall be appropriately canceled on the books of the Corporation.

    (m)  Authorized Number of Shares of Series B Convertible Preferred Stock.
The authorized number of shares of the Series B Convertible Preferred Stock
shall be 3,600,000.

II.  Series C Performance Right Preferred Stock.

     RESOLVED, that pursuant to the authority expressly granted and vested in
the Board of Directors of this Corporation in the Certificate of
Incorporation, as amended, a series of Preferred Stock of the Corporation be
and it hereby is authorized, and, as so authorized, is designated "Series C
Convertible Performance Right Preferred Stock" (hereinafter called the
"Performance Right Preferred Stock"), said series to consist of 3,600,000
shares, of $0.01 par value per share, of which the preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, shall be as follows:

                                  Page-94
<PAGE>
    (a)  Dividends on Performance Right Preferred Stock.  The holders of
outstanding Performance Right Preferred Stock shall not be entitled to receive
any dividends.

    (b)  Redemption.  The Performance Right Preferred Stock shall not be
subject to redemption at any time.

    (c)  Preference on Liquidation.

        (1)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation (any such instance hereinafter
called a "Liquidation"):

            (i)  The holders of shares of the Performance Right Preferred
Stock then outstanding shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its stockholders, prior to and in
preference of any distribution of any of the assets or surplus funds of the
Corporation to the holders of the Common Stock and Class A Nonvoting Common
Stock of the Corporation by reason of their ownership thereof, an amount per
share of Performance Right Preferred Stock (hereinafter called the
"Liquidation Preference") equal to the greater of: (y) one cent ($0.01) per
share of Performance Right Preferred Stock (the "Monetary Preference"), or (z)
one-half (50%) of the amount available for distribution per share of Common
Stock (without regard to the Monetary Preference).  Upon receipt of such
amount, holders of Performance Right Preferred Stock will not share in any
additional proceeds, whether of cash or other property, that may result from
such Liquidation.  If, upon Liquidation of the Corporation, the assets of the
Corporation available for distribution to its stockholders shall be
insufficient to pay to the holders of the Performance Right Preferred Stock
the full Liquidation Preference, the holders of the Performance Right
Preferred Stock and any stock ranking on a parity thereto with respect to
liquidation, dissolution or winding up shall share ratably in any distribution
of assets according to the respective amounts which would have been payable in
respect to the shares of the Performance Right Preferred Stock held by them
upon such distribution if all amounts payable on or with respect to said
shares were paid in full.

            (ii)  All of the preferential amounts to be paid to the holders of
Performance Right Preferred Stock under this Section (c) shall be paid or set
apart for payment prior to payment or setting apart for payment of any amount
for, or the distribution of any amounts to, the holders of Common Stock or
Class A Nonvoting Common Stock in connection with any Liquidation.  After
setting apart or paying in full the preferential amounts due the holders of
the Performance Right Preferred Stock, the remaining assets of the Corporation
available for distribution to stockholders, if any, shall be distributed to
the holders of Common Stock and Class A Nonvoting Common Stock.

                                  Page-95
<PAGE>
        (2)  If the Corporation (i) sells or otherwise transfers for value all
or substantially all of its assets and properties (a "Disposition
Reorganization") or (ii) merges or consolidates with another entity if such
merger or consolidation would result in the exchange of the outstanding shares
of the Corporation for securities or consideration issued, or caused to be
issued, by the surviving corporation, its subsidiary or parent, excepting a
merger or consolidation after the consummation of which the stockholders of
the Corporation own in excess of fifty percent (50%) of the voting securities
of the surviving corporation or its parent corporation (a "Merger
Reorganization") (a Disposition Reorganization or a Merger Reorganization
being hereinafter called a "Reorganization Event"), the Performance Right
Preferred Stock shall be converted automatically as provided in Section (e)(1)
hereof.

    (d)  Voting.  Except as otherwise required by law or by the Certificate of
Incorporation of the Corporation, the holders of Performance Right Preferred
Stock shall not be entitled to any vote in respect to such Performance Right
Preferred Stock, whether at any annual or special meeting of stockholders of
the Corporation, or by written consent.

    (e)  Conversion Rights.

        (1)  Each share of the Performance Right Preferred Stock shall
automatically convert, on the earlier to occur (i) of December 15, 1995
(hereinafter called the "Anniversary Date") or (ii) the date of the
Reorganization Event (hereinafter called the "Reorganization Date") (the
earlier to occur of the Anniversary Date or the Reorganization Date
hereinafter called the "Conversion Date"), into a fraction of a share, or one
or more full shares, of Common Stock determined by multiplication of each
share of Performance Right Preferred Stock by the "Conversion Formula" (as
hereinafter defined) based upon the average of the "Closing Prices" (as
hereinafter defined) of such Common Stock for the forty (40) trading days
immediately preceding the Conversion Date.  The "Closing Price" shall mean the
last closing sale price as reported on a national securities exchange or by a
consolidation transaction reporting system, or in the instance of publicly
traded securities not listed on a national exchange or consolidated
transaction reporting system, the Closing Price shall mean the average of the
closing bid and ask prices as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System or a successor or similar
organization.  In the instance of securities not listed on a national exchange
or consolidated transaction reporting system or reported on the national
Association of Securities Dealers, Inc. Automated Quotation System or a
successor or similar organization, the "Closing Price" shall mean the closing
price as determined in good faith by the Board of Directors of the Corporation
and a representative of the holders of a majority of the Performance Right
Preferred Stock, which determination shall be conclusive and binding.  The
"Conversion Formula" upon which each share of the Performance Right Preferred
Stock will convert into Common Stock is the result calculated by dividing
sixty (60) (hereinafter the "Conversion Price") by the average of the Closing
Prices of the Common Stock for the forty (40) trading days immediately
preceding the Conversion Date, and then subtracting 4.5, provided, however,
that in no event shall the number of shares into which each share of the
Performance Right Preferred Stock shall be converted exceed three (3) shares
of Common Stock or be less than one-half (1/2) share of Common Stock
(hereinafter called the "Limits"), subject to adjustment as provided in
Section (j).

                                  Page-96
<PAGE>
        (2)  Notwithstanding the provisions of Section (e)(1), the Performance
Right Preferred Stock shall automatically convert into one-half (1/2) share of
Common Stock, subject to adjustment as provided in Section (j), in the event
that the average of the Closing Prices of the Common Stock for any forty (40)
consecutive trading days prior to the Anniversary Date equals or exceeds
$15.00 (the last such consecutive trading day hereinafter called the "Price
Conversion Date").

        (3)  The conversion rights set forth in Sections (e)(1) and (e)(2) are
mandatory and automatic and shall apply to all Performance Right Preferred
Stock then outstanding.  Upon such automatic conversion, the holders of such
Performance Right Preferred Stock shall surrender the certificate or
certificates representing the shares converted, duly endorsed for transfer to
the Corporation, to the principal office of the Corporation, or at such other
place as may be designed by the Corporation.  As promptly as practicable
thereafter, the Corporation shall issue and deliver to such holder, at such
office or other place designated by the Corporation, a certificate or
certificates registered in the name of the holder for the number of full
shares of Common Stock to which such holder is entitled and a check made
payable to such holder with respect to any fractional interest in a share of
Common Stock as provided in Section (f) hereof.  The holder shall be deemed to
have become a stockholder of record on the Conversion Date or the Price
Conversion Date, as applicable, unless the transfer books of the Corporation
are closed on that date, in which event the holder shall be deemed to have
become a stockholder of record on the next succeeding date on which the
transfer books are open.

    (f)  No Fractional Shares.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Performance Right Preferred
Stock.  Instead of any fractional shares of Common Stock which would otherwise
be issuable upon conversion of any of the Performance Right Preferred Stock,
the Corporation shall pay a cash adjustment in respect of such fractional
interest based on the average of the Closing Prices of Common Stock for the
forty (40) days immediately preceding the Conversion Date or the Price
Conversion Date, as applicable.

    (g)  Taxes.  The Corporation shall pay any and all issue and other taxes
that may be payable in respect of any issue or delivery of shares of Common
Stock and Performance Right Preferred Stock on conversion of the Performance
Right Preferred Stock pursuant hereto.  The Corporation shall not, however, be
required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of shares of Common Stock in a name other
than that in which the shares of Performance Right Preferred Stock so
converted were registered, and no such issue or delivery shall be made unless
and until the person requesting such issue has paid to the Corporation the
amount of any such tax, or has established, to the satisfaction of the
Corporation, that such tax has been or promptly will be paid.

                                  Page-97
<PAGE>
    (h)  Shares Reserved.  The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Performance Right Preferred Stock,
the full number of shares of Common Stock deliverable upon the conversion of
all Performance Right Preferred Stock from time to time outstanding.  The
Corporation shall from time to time (subject to obtaining necessary director
and stockholder authorization), in accordance with the laws of the State of
Delaware, increase the authorized amounts of its Common Stock if at any time
the authorized number of shares of its Common Stock remaining unissued shall
not be sufficient to permit the conversion of all of the shares of Performance
Right Preferred Stock at the time outstanding.

    (i)  Status of Shares.  All shares of Common Stock which may be issued
upon conversion of the Performance Right Preferred Stock will upon issuance by
the Corporation be validly issued, fully-paid and non-assessable and free from
all taxes, liens and charges with respect to the issuance thereof.

    (j)  Adjustment of the Number of Shares to be Received upon Conversion of
Shares of Performance Right Preferred Stock.

        (1)  In case the Corporation shall at any time split or subdivide the
outstanding shares of Common Stock, or shall issue a stock dividend on its
outstanding Common Stock, or combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, the Conversion Price shall be
adjusted such that the holder of each share of Performance Right Preferred
Stock shall be entitled upon conversion to receive the number of shares of
Common Stock which such holder would have been entitled to receive after the
happening of any such event described above, had such shares of Performance
Right Preferred Stock been converted immediately prior to the happening of
such event or any record date with respect thereto, and the Limits shall be
proportionately adjusted.  An adjustment made pursuant hereto shall become
effective immediately after the effective date of such event, retroactive to
the record date, if any, for such event.

        (2)  If the Corporation shall issue rights, options or warrants, or
convertible or exchangeable securities containing or providing for the right
to subscribe for or purchase shares of Common Stock, to all holders of its
outstanding Common Stock, without payment of additional consideration by such
holders, entitling them, at any time prior to the Conversion Date or the Price
Conversion Date, to subscribe for or purchase shares of Common Stock at a
price per share that is less than the market price per share of Common Stock
as of the record date for such transaction, the Conversion Price shall be
adjusted so that the number of shares of Common Stock into which the then
outstanding shares of Performance Right Preferred Stock is convertible shall
equal a number determined by multiplying the number of shares into which such
shares of the Performance Right Preferred Stock was convertible immediately
prior to such transaction by a fraction, of which the numerator shall be (i)
the number of shares of Common Stock outstanding on the date of issuance of
such rights, options or warrants, or such convertible or exchangeable
securities, plus the number of additional shares of Common Stock represented

                                  Page-98
<PAGE>
by such convertible securities so offered for subscription or purchase, and of
which the denominator shall be (ii) the number of shares of Common Stock
outstanding on the date of issuance of such rights, options or warrants, or
convertible or exchangeable securities, plus the number of shares which the
aggregate exercise price of the total number of shares represented by such
convertible securities so offered would purchase at the market price per share
of Common Stock at such record date.  In connection with any adjustment, the
Limits shall also be proportionately adjusted.  Such adjustments shall be made
whenever such rights, options or warrants, or convertible or exchangeable
securities, are issued, and shall become effective immediately on the date of
issuance retroactive to the record date for the determination of stockholders
entitled to receive such rights, options or warrants, or convertible or
exchangeable securities.

        (3)  For the purpose of adjustments required by Section (j)(2), the
shares of Common Stock that the holder of any rights, options, warrants or
convertible or exchangeable securities shall be entitled to subscribe for or
purchase shall be deemed to be issued and outstanding as of the date of sale,
issuance or distribution of such securities and the consideration, if any,
received by the Corporation therefor shall be deemed to be the consideration
actually received by the Corporation for such securities, plus the
consideration or premiums stated in such securities to be paid for the shares
of Common Stock acquired upon such exercise and conversion.

        (4)  For the purpose of any computation under Section (j)(2), the
market price per share of Common Stock at any date shall be determined as of
the record date based upon the average of the Closing Prices for the
immediately preceding forty (40) trading days.

        (5)  No adjustment in the Conversion Price, the Limits or in the
number of shares into which the Performance Right Preferred Stock are
convertible shall be required unless such adjustment would require an increase
or decrease of at least one percent (1%) in the Conversion Price and in the
number of shares into which the Performance Right Preferred Stock are
convertible; provided, however, that any adjustments which by reasons of this
Section (j)(5) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.  All calculations shall be made to
the nearest cent and to the nearest one-hundredth of a share, as the case may
be.

        (6)  Irrespective of any adjustments in the number of shares into
which the Performance Right Preferred Stock are convertible, the certificates
representing the Performance Right Preferred Stock theretofore and thereafter
may continue to express the same number of shares as are initially stated in
the Performance Right Preferred Stock.

                                  Page-99
<PAGE>
        (7)  If the shares of Common Stock shall be changed into the same or a
different number of shares of any other class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision or
combination of shares, stock dividend or reorganization, merger, consolidation
or sale of assets expressly provided for in Section (c)(2) hereof), then, and
in any such event, each holder of Performance Right Preferred Stock shall have
the right to convert such stock into the kind and amount of stock and other
securities and property receivable upon such recapitalization,
reclassification or other change, which such holder would have been entitled
to receive after the happening of any such event described above, had such
shares of Performance Right Preferred Stock been converted immediately prior
to such recapitalization, reclassification or change or any record date with
respect thereto.  An adjustment made pursuant hereto shall become effective
immediately after the effective date of such event, retroactive to the record
date, if any, for such event.

    (k)  Changes Affecting the Performance Right Preferred Stock.  So long as
any shares of the Performance Right Preferred Stock are outstanding, the
Corporation shall not, without first obtaining the approval by vote or written
consent in the manner provided by law of the holders of at least a majority of
the total number of shares of the Performance Right Preferred Stock then
outstanding, voting separately as class, change the preferences, rights or
limitations with respect to the Performance Right Preferred Stock in any
material respect prejudicial to the holders thereof, or increase the
authorized number of shares of Performance Right Preferred Stock; but nothing
contained herein shall require such a class vote or consent (i) in connection
with any increase or decrease in the total number of authorized shares of the
Common Stock, (ii) in connection with the authorization, designation, increase
or decrease of any class or series of shares of the Corporation other than an
increase in the authorized number of shares of Performance Right Preferred
Stock; or (iii) in connection with the issuance of any presently authorized
but unissued shares of Performance Right Preferred Stock.

    (l)  Status of Converted Performance Right Preferred Stock.  No share or
shares of Performance Right Preferred Stock acquired by the Corporation by
reason of purchase, conversion or otherwise shall be re-issued and such shares
shall be canceled and retired and, upon compliance with applicable law,
returned to the status of authorized but unissued and undesignated shares of
Preferred Stock of the Corporation.  All certificates representing any of the
Performance Right Preferred Stock surrendered for conversion shall be
appropriately canceled on the books of the Corporation.

    (m)  Authorized Number of Shares of Performance Right Preferred Stock.
The authorized number of shares of the Performance Right Preferred Stock shall
be 3,600,000.

                                  Page-100
<PAGE>
IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Designations, Preferences, Rights, and Limitations of Series B
Convertible Preferred Stock and Series C Convertible Performance Right
Preferred Stock to be duly executed by the undersigned this 9th day of the
December, 1993.

RAMTRON INTERNATIONAL CORPORATION

By:  /S/ Jack R. Morgan
-----------------------
Name:  Jack R. Morgan
Title:  Sr. Vice President

ATTEST

/S/ John C. Coe
---------------
John C. Coe, Secretary

                                  Page-101
<PAGE>
                               STATE OF DELAWARE
                        OFFICE OF THE SECRETARY OF STATE

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "RAMTRON INTERNATIONAL CORPORATION," FILED IN THIS OFFICE ON
THE SEVENTH DAY OF FEBRUARY, A.D. 1995, AT 11:38 0'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS FOR RECORDING.

                                                           /S/ Edward J. Freel
                                                           -------------------
                                           Edward J. Freel, Secretary of State

                                                       AUTHENTICATION: 7401595
                                                             DATE:  02/08/1995

                                  Page-102
<PAGE>
                          CERTIFICATE OF ELIMINATION
                                      OF
                SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK
                                      AND
                     SERIES B CONVERTIBLE PREFERRED STOCK
                                      OF
                       RAMTRON INTERNATIONAL CORPORATION

         Pursuant to Section 151 of the General Corporation Law of
                            the State of Delaware

RAMTRON INTERNATIONAL CORPORATION (hereinafter called the "Corporation"), a
Delaware corporation, does hereby certify:

THAT, pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, and pursuant to
the provisions of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting held on October 30, 1992, duly adopted resolutions
providing for the issuance of a series of 1,365,046 shares of Series A
Cumulative Convertible Preferred Stock and at a meeting held on December 1,
1993, duly adopted resolutions providing for the issuance of a series of
3,600,000 shares of Series B Convertible Preferred Stock and a series of
3,600,000 shares of Series C Convertible Performance Right Preferred Stock;

FURTHER THAT, pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation, as amended, and pursuant to the
provisions of Section 151 of the Delaware Corporation Law, said Board of
Directors, at a meeting held on July 29, 1994, duly adopted the following
resolutions cancelling the designation of the Series A Cumulative Convertible
Preferred Stock and Series B Convertible Preferred Stock and all such
previously designated preferred stock shall from this date forward be treated
as authorized but unissued preferred stock with no specific designation.

I.  Series A Cumulative Convertible Preferred Stock and Series B Convertible
Preferred Stock.

     RESOLVED that none of the authorized shares of Series A Cumulative
Convertible Preferred Stock of the Company is outstanding;

     FURTHER RESOLVED that none of the authorized shares of Series A
Cumulative Convertible Preferred Stock of the Company will be issued subject
to the Certificate of Designations, Preferences, Rights and Limitations of
Series A Cumulative Preferred Stock filed with the Delaware Secretary to State
of November 16, 1992 with respect to the Series A Cumulative Convertible
Preferred Stock;

     FURTHER RESOLVED that none of the authorized shares of Series B
Convertible Preferred Stock of the Company is outstanding;

                                  Page-103
<PAGE>
     FURTHER RESOLVED that none of the authorized shares of Series B
convertible Preferred Stock of the Company will be issued subject to the
Certificate of Designations, Preferences, Rights and Limitations of Series B
Convertible Preferred Stock filed with the Delaware Secretary to State of
December 10, 1993 with respect to the Series B Convertible Preferred Stock;

     FURTHER RESOLVED that the Company's officers are hereby authorized and
directed to execute and file with the Delaware Secretary of State a
Certificate pursuant to the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware for the purposes of eliminating from
the Certificate of Incorporation of the Company all references to both the
Series A Cumulative Convertible Preferred Stock and the Series B Convertible
Preferred Stock of the Company; and

     FURTHER RESOLVED that the Company's officers are hereby authorized and
directed to perform any acts, including the payment of any and all expenses,
and to execute and deliver any and all documents that they deem necessary or
appropriate to carry out all of the foregoing resolutions.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Elimination of Series A Cumulative Convertible Preferred Stock
and Series B Convertible Preferred Stock to be duly executed by the
undersigned this 3rd day of February 1995.

RAMTRON INTERNATIONAL CORPORATION

By:  /S/ Oren L. Benton
---------------------------
Name:  Oren L. Benton
Title:  Chief Executive Officer

ATTEST:

/S/  Kathy Bouard
--------------------
Kathy Bouard

                                  Page-104
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:45 AM 03/30/1995
950070966-2026110

                         CERTIFICATE OF AMENDMENT
                                    OF
                       CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, pursuant to written
unanimous written consent, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said
corporation.

    "FOURTH.  The total number of shares of capital stock which the Company
shall have authority to issue is 60,000,000, consisting of 50,000,000 shares
of Common Stock, $0.01 par value per share, and 10,000,000 shares of Preferred
Stock, $0.01 par value per share.

    The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in one or more series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designations, powers, preferences, and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof.  The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock, without a
vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of such holders is required pursuant to the certificate or certificates
establishing the series of Preferred Stock."

SECOND:  That holders of a majority of the outstanding common stock of the
Company have approved said amendment by written consent in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.

THIRD:  That the aforesaid amendments were duly adopted in accordance with the
applicable provisions of Section 228 of the General Corporation Law of the
State of Delaware.

                                  Page-105
<PAGE>
IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by Richard L. Mohr, its Executive Vice President and
attested by David N. Karpel, its Secretary, this 29th day of March 1995.

Ramtron International Corporation

By: /S/ Richard L. Mohr
-----------------------
Richard L. Mohr, Executive Vice President

ATTEST:

By: /S/ David N. Karpel
-----------------------
David N. Karpel, Secretary

                                  Page-106
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/22/1995
950139642-2026110

                          CERTIFICATE OF CORRECTION
                                      OF
                          CERTIFICATE OF AMENDMENT
                                      OF
                     RAMTRON INTERNATIONAL CORPORATION


Ramtron International Corporation, a Delaware corporation (the "Corporation"),
pursuant to Section 103(f) of the General Corporation Law of the State of
Delaware, does hereby certify:

FIRST:  That the Certificate of Amendment to Certificate of Incorporation
("Certificate of Amendment") of the Corporation which was filed with the
Secretary of State of Delaware on March 30, 1995, is an inaccurate record of
the corporation action referred to therein.

SECOND:  That said Certificate of Amendment was inaccurate in that paragraphs
SECOND and THIRD thereof state that the amendment was approved by a majority
of the holders of the outstanding common stock by consent and that the
amendment was adopted in accordance with Section 228 of the General
Corporation Law of the State of Delaware.  Said amendment was, in fact,
adopted in accordance with Section 242 of the General Corporation Law at a
duly called meeting of stockholders.

THIRD:  Article SECOND in correct form is as follows:

SECOND:  That holders of a majority of the outstanding common stock of the
Company have approved said amendment at a duly called meeting.

FOURTH:  Article THIRD in correct form is as follows:

THIRD:  The amendment was duly adopted in accordance with Section 242 of the
Delaware General Corporation Law.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Correction to be executed by its duly authorized officer this
21st day of June, 1995.

By: /S/ Richard L. Mohr
-----------------------
Richard L. Mohr
Executive Vice President

                                  Page-107
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/12/1996
960331885-2026110

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

Ramtron International Corporation, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, at a meeting held on
June 7, 1996, adopted a resolution proposed and declaring advisable the
following amendment to the Certificate of Incorporation of said corporation.

    "FOURTH.  The total number of shares of capital stock which the
Corporation shall have authority to issue is 85,000,000, consisting of
75,000,000 shares of Common Stock, $0.01 par value per share, and 10,000,000
shares of Preferred Stock, $0.01 par value per share.

    The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred
Stock in one or more series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designations, powers, preferences, and rights of the shares of each such
series and any qualifications, limitations or restrictions thereof.  The
number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock, without a
vote of the holders of the Preferred Stock, or of any series thereof, unless a
vote of such holders is required pursuant to the certificate or certificates
establishing the series of Preferred Stock."

SECOND: That at a meeting duly held, the majority of holders of the
outstanding common stock of the Company have approved said amendment in
accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.

THIRD:  That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

                                  Page-108
<PAGE>
IN WITNESS WHEREOF, said Ramtron International Corporation has caused this
certificate to be signed by L. David Sikes, its Chief Executive Officer and
attested by Richard L. Mohr, its Secretary, this 1st day of November 1996.

RAMTRON INTERNATIONAL CORPORATION

BY: /S/ L. David Sikes
----------------------
L. David Sikes
Chief Executive Officer

ATTEST:

BY: /S/ Richard L. Mohr
-----------------------
Richard L. Mohr
Secretary

                                  Page-109
<PAGE>
                             State of Delaware
                      Office of the Secretary of State

I, Edward J. Freel, Secretary of State of the State of Delaware, do hereby
certify the attached is a true and correct copy of the Certificate of
Designation of "Ramtron International Corporation", filed in this office on the
twelfth day of February, A.D. 1998, at 1:20 O'clock P.M.

/S/ Edward J. Freel
---------------------------------------
Edward J. Freel, Secretary of State

Authentication:  8918338
Date:  02-12-98

                                  Page-110
<PAGE>
                                                     State of Delaware
                                                     Secretary of State
                                                     Division of Corporations
                                                     Filed 01:20 PM 02/12/1998
                                                     981056214 - 2026110

          CERTIFICATE OF DESIGNATION, PREFERENCES, RIGHTS AND LIMITATIONS
                                     OF
              SERIES A CONVERTIBLE PREFERRED STOCK, $0.01 PAR VALUE
                                     OF
                       RAMTRON INTERNATIONAL CORPORATION

           Pursuant to Section 151 of the General Corporation Law
                           of the State of Delaware

RAMTRON INTERNATIONAL CORPORATION (hereafter called the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, does hereby certify:

THAT, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, and pursuant to
the providing Section 151 of the Delaware Corporation Law, said Board of
Directors, by unanimous written consent dated February 10, 1998, duly adopted
a resolution providing for the issuance of a series of 29,000 shares of the
Series A Convertible Preferred Stock, $0.01 Par Value, which resolution is a
follows:

RESOLVED that there shall be a series of shares of the Preferred Stock of the
Corporation designated "Series A Convertible Preferred Stock"; that the
number of authorized shares of such series shall be 29,000 and that the rights
and preferences of such series (the "Series A Preferred") and the
limitations or restrictions thereon, shall be as follows:

1.  Dividends.

   (a)  The holders of the Series A Preferred shall be entitled to receive
cumulative dividends at the rate of $60.00 per share per annum, payable in
shares of Series A Preferred Stock valued at $1,000 per share, when and as
declared by the Board of Directors.  Such dividends shall accrue on any given
share from the day of original issuance of such share and shall accrue from
day to day whether or not declared.  Dividends not theretofore paid shall be
paid upon conversion of any shares of the Series A Preferred and shares of
Series A Preferred issued in payment of such dividends shall be simultaneously
converted into Common Stock together with the shares on which such dividends
have accrued.

                                  Page-111
<PAGE>
2.  Liquidation Preference.

   (a)  In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Series A
Preferred shall be entitled to receive, prior and in preference to any
distribution of any assets of the Corporation to the holders of the Common
Stock or any other class or series of shares except any class or series which
is entitled to priority over the Series A Preferred, the amount of $1,000 per
share plus any accrued but unpaid dividends plus any amounts accrued but
unpaid under Section 1.4(b)(iv) of the Preferred Stock Investment Agreement
under which shares of the Series A Preferred were originally issued (the
"Liquidation Preference").

   (b)  Subject to the last sentence of this Section, a consolidation or
merger of the Corporation with or into any other corporation or corporations,
or a sale of all or substantially all of the assets of the Corporation, shall,
at the option of the holders of the Series A Preferred, be deemed a
liquidation, dissolution or winding up within the meaning of this Section 2 if
the shares of stock of the Corporation (along with all derivative securities)
outstanding immediately prior to such transaction represent immediately after
such transaction less than a majority of the voting power of the surviving
corporation (or of the acquirer of the Corporation's assets in the case of a
sale of assets).  Such option may be exercised by the vote or written consent
of holders of a majority of the Series A Preferred at any time within thirty
calendar days after written notice of the essential terms of such transaction
shall have been given to the holders of the Series A Preferred as provided in
Section 5 hereof.  Such notice shall be given by the Corporation immediately
following determination of such essential terms.  If such option is exercised,
the holders of the Series A Preferred shall be entitled to receive, in cash,
immediately upon the occurrence of such transaction, an amount per share equal
to the Liquidation Preference.  This Section shall not apply to a business
combination in which substantially all the Common Stock of the Corporation is
converted into or exchanged for voting common stock of the corporation
surviving such business combination, if (i) such common stock of the surviving
corporation is listed and traded on the NASDAQ National Market or the New York
Stock Exchange, and (ii) the Board of Directors of the Corporation determines
in good faith that the conversion rights and other rights and preferences of
the Series A Preferred are preserved and not rendered of less value by the
terms of such business combination.

3.  Mandatory Conversion.

On the fifth anniversary of the date of issuance, all then outstanding shares
of Series A Preferred including any accrued dividends thereon shall be
automatically converted into Common Stock at the Conversion Price on such
anniversary date and otherwise pursuant to the applicable provisions set forth
in Section 4 hereof.

4.  Conversion.  The holders of the Series A Preferred shall have optional
conversion rights as follows:

                                  Page-112
<PAGE>
   (a)  Accrual of Conversion Rights.  The Conversion Period shall commence 3
calendar months after the date of issuance, or (if earlier) the date that a
Registration Statement covering resale of the underlying shares of Common
Stock has been declared effective by the Securities and Exchange Commission,
and shall continue thereafter for the life of the issue.  Each holder of
record of Series A Preferred shares on the date of commencement of the
Conversion Period (an "Original Holder") shall be entitled to convert in any
calendar month the following percentage of the Series A Preferred shares held
by such holder on the date of commencement of the Conversion Period, on a
cumulative basis following commencement of the Conversion Period.  The
percentage for each calendar month will be determined based on the highest of
the daily low trading prices of the Common Stock during such month, as
follows:

       Highest of daily low trading            Percentage convertible
          prices during month                     during such month
       ----------------------------            ----------------------
             $7.00 to less                                20.0%
             $7.01 to $7.50                               25.0%
             $7.51 to $8.00                               30.0%
             $8.01 to $8.50                               35.0%
             $8.51 to $9.00                               40.0%
             $9.01 to $9.50                               45.0%
             $9.51 or more                                50.0%

The number of shares which may be converted in any calendar month shall be
the number determined as above provided plus the number which might have been
but were not converted during earlier calendar months.  In the case of
transfers of shares by an Original Holder the Corporation shall make such
notations on its stock ownership records and on the certificates for shares
issued upon transfer so as to reflect the portion (if any) of the transferred
shares which have become convertible pursuant to this provision, or the
Corporation may at its election issue certificates representing the Series A
Preferred shares in such form, or with such annotations, as to reflect the
time or times at which the shares represented by such certificates will become
convertible.

   (b)  Removal of Limitations.  The limitations set forth in Section 4(a)
hereof, with respect to the percentage of Series A Preferred shares which may
be converted during certain time periods, shall terminate and all the Series A
Preferred shares shall thereafter be fully convertible if any of the following
events or conditions shall occur or exist:  (i) an event described in Section
2(b) (subject to the exclusion in the last sentence of such Section) shall
occur, whether or not the holders of Series A Preferred deem such event
to be a liquidation; (ii)  proceedings for relief under any bankruptcy or
similar law for the relief of debtors are instituted by or against the
Corporation or any of its significant subsidiaries and, if instituted against
the Corporation or such subsidiary, are consented to or not dismissed within
30 days; (iii) the independent auditors of the Corporation shall fail or be
unwilling to express within 90 days after the end of the Corporation's fiscal

                                  Page-113
<PAGE>
year a customary opinion on the financial statements of the Corporation, or
shall express such opinion subject to a "going concern" qualification; (iv)
the Common Stock of the Corporation shall cease to be listed on either the
NASDAQ National Market or the New York Stock Exchange; or (v) there shall be a
material breach by the Corporation of any of its obligations hereunder or
under the Preferred Stock Investment Agreements pursuant to which the Series A
Preferred was originally issued, which breach has a material adverse effect on
the holders of Series A Preferred.

   (c)  Right to Convert.  At and after the time it has become convertible,
each share of Series A Preferred shall be convertible, at the option of the
holder thereof, into such number of fully paid and nonassessable shares of
Common Stock as is determined by dividing (i) the liquidation preference of
the Series A Preferred share determined pursuant to Section 2(a) hereof on
the date the notice of conversion is given, by (ii) the Conversion Price
determined as hereinafter provided in effect on said date, provided however,
that a share of Series A Preferred shall not be converted into Common Stock if
following such conversion the holder thereof together with affiliates of such
holder would be the beneficial owners (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of 10% or more of the Common Stock of the
Corporation.  A share which may not be converted because of the foregoing
"provided however" clause will thereafter be convertible by any holder
(including the original holder) if at the time such share is submitted for
conversion the "provided however" clause is inapplicable.

   (d)  Mechanics of Conversion.  To convert shares of Series A Preferred into
shares of Common Stock, the holder shall give written notice to the
Corporation (which notice may be given by facsimile transmission) that such
holder elects to convert the same and shall therein the number of shares
to be converted and the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued.  Promptly
thereafter the holder shall surrender the certificate or certificates
representing the shares to be converted, duly endorsed, at the office of the
Corporation or of any transfer agent for such shares, or at such other place
designated by the Corporation.  The Corporation shall, immediately upon
receipt of such notice, issue and deliver to or upon the order of such holder,
against delivery of the certificates representing the shares which have been
converted, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled, and a certificate representing
the shares of Series A Preferred not so converted, if any.  The Corporation
shall effect such issuance immediately and shall transmit the certificates by
messenger or overnight delivery service to reach the address designated by
such holder within three trading days after the receipt of such notice.
Notice of conversion may be given by a holder at any time of day up to 5:00
p.m. Pacific time, and such conversion shall be deemed to have been made
immediately prior to the close of business on the date such notice of
conversion is given (the "Conversion Date").  The person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock at the close of business on the Conversion Date.

                                  Page-114
<PAGE>
   (e)  Determination of Conversion Price.

        (i)  Until the last day of the sixth full calendar month after the
Closing, the Conversion Price shall be $10.00.  Thereafter, subject to the
provisions of subsection (e)(iii) of this Section, on any Conversion Date, the
Conversion Price shall be the lowest trading price of the Common Stock for the
22 consecutive trading days ending with the trading day prior to the
Conversion Date, reduced by the Applicable Percentage (as defined below) in
effect on the Conversion Date.

        (ii)  The Applicable Percentage shall be as follows:

              7.0%   starting on the first day of the
                     seventh (7th) calendar month after Closing.
              8.0%   starting on the first day of the
                     eighth (8th) calendar month after Closing.
              9.0%   starting on the first day of the
                     ninth (9th) calendar month after Closing.
             10.0%   starting on the first day of the
                     tenth (10th) calendar month after Closing.
             11.0%   starting on the first day of the
                     eleventh (11th) calendar month after Closing.
             12.0%   starting on the first day of the
                     twelfth (12th) calendar month after Closing.
             13.0%   starting on the first day of the
                     thirteenth (13th) calendar month after Closing.
             14.0%   starting on the first day of the
                     fourteenth (14th) calendar month after Closing.
             15.0%   starting on the first day of the
                     fifteenth (15th) calendar month after Closing, and
                     thereafter

        (iii)  The Maximum Conversion Price ("Conversion Cap") shall be the
lesser of (i) 85% of the average of the daily low trade prices of the Common
Stock for the fifteenth calendar month after the Closing, (ii) 85% of the
average of the daily low trade prices of the Common Stock for the twenty-first
calendar month after the Closing, or (iii)  85% of the average of the daily
low trade prices of the Common Stock for the twenty-seventh calendar month
after the Closing.  The provisions of clauses (i), (ii) and (iii) of the
foregoing sentence shall become effective at the end of the fifteenth,
twenty-first and twenty-seventh calendar months following the Closing,
respectively.

        (iv)  The terms "low trading price" and "last sale price" of the
Common Stock on any day shall mean, respectively, (A) the lowest reported sale
price and the last reported sale price of the Common Stock on the principal
stock exchange on which the Common Stock is listed, or (B) if the Common Stock
is not listed on a stock exchange, the lowest reported sale price and the last
reported sale price of the Common Stock on the principal automated securities
price quotation system on which sale prices of the Common Stock are reported,

                                  Page-115
<PAGE>
or (C) if the Common Stock is not listed on a stock exchange and sale prices
of the Common Stock are not reported on an automated quotation system, the
lowest bid price and the last bid price for the Common Stock as reported by
National Quotation Bureau Incorporated.  If none of the foregoing provisions
are applicable, the "low trading price" and "last sale price" of the
Common Stock on a day will be the fair market value of the Common Stock on
that day as determined by a member firm of the New York Stock Exchange, Inc.,
selected by the Board of Directors of the Corporation.  The term "trading
day" means (x) if the Common Stock is listed on at least one stock exchange,
a day on which there is trading on the principal stock exchange on which the
Common Stock is listed, (y) if the Common Stock is not listed on a stock
exchange but sale prices of the Common Stock are reported on an automated
quotation system, a day on which trading is reported on the principal
automated quotation system on which sales of the Common Stock are reported, or
(z) if the foregoing provisions are inapplicable, a day on which quotations
are reported by National Quotation Bureau Incorporated.  The term "trading
day" shall not include any day that the New York Stock Exchange closes for at
least one hour because of the "Circuit Breakers" pursuant to Rule 80A or
80B.  The "closing price" of the Common Stock on any day means the "last
sale price" as defined above.  The term "lowest trading price" of the
Common Stock for a period of several trading days means the lowest of the low
trading prices for each of such trading days.

        (v)  In the event that during any period of consecutive trading days
provided for herein, the Corporation shall declare or pay any dividend on the
Common Stock payable in Common Stock or in rights to acquire Common Stock, or
shall effect a stock split or reverse stock split, or a combination,
consolidation or reclassification of the Common Stock, then the Conversion
Price and the Conversion Cap shall be proportionately decreased or increased,
as appropriate, to give effect to such event, and like adjustment shall be
made in any price per share specified in dollars in Section 4(a) or elsewhere
herein.

   (f)  Green Floor.  If at any time the Conversion Price falls below a price
designated by the Corporation upon 30 calendar days prior notice given to the
holders of the Series A Preferred (the "Green Floor Price") the Corporation
may at its option, exercised by written notice ("Cash Conversion Notice")
given to the holders of the Series A Preferred twenty calendar days prior to
the effective date specified in such Notice (the "Effective Date") honor any
conversion request otherwise properly made, if at a Conversion Price lower
than the Green Floor Price then in effect, by a cash payment in lieu of the
issuance of Common Stock in an amount equal to the proceeds which would
otherwise have been received by the holder if conversion were in fact made
into Common Stock and such Common Stock were sold at the high trading price on
the Conversion Date (the "Cash Conversion Amount").  A Cash Conversion
Notice shall constitute a representation and warranty by the Corporation that
it has funds available in cash or cash equivalents to pay the Cash Conversion
Amount (computed on the basis of the Green Floor Price then in effect) upon
conversion of all the Series A Preferred shares eligible for conversion at
that time, and that such funds will be set aside and maintained for the

                                  Page-116
<PAGE>
exclusive purpose of satisfying the Corporation's Cash Conversion obligations.
The Cash Conversion Notice shall expressly confirm such representation and
warranty.  If thereafter there is a change in the availability of such funds,
the Cash Conversion Notice shall automatically and immediately be cancelled
and the Corporation shall immediately give notice thereof to the holders of
the Series A Preferred.  The Cash Conversion Notice may specify an expiration
date of such Notice, or may specify that the Corporation may terminate the
Cash Conversion Notice by further twenty day notice to the holders of Series A
Preferred that the Cash Conversion Notice will not be in effect after a
specified date.  The Corporation may re-establish the Green Floor Price, at
its option, not more frequently than once each month, by giving 30 days prior
notice to the holders of the Series A Preferred.  If notice of conversion
shall be given by a holder of Series A Preferred shares on a date that a Cash
Conversion Notice is in effect, the Corporation shall within 48 hours
following surrender of the share certificate as provided in Section 4(d)
hereof make payment of the Cash Conversion Amount to such holder by wire
transfer of immediately available funds in U.S. dollars pursuant to such wire
transfer instructions as may have been given by such holder, or otherwise by
mailing by certified mail a bank cashier's or certified check for the Cash
Conversion Amount to the record address of such holder.  If the Corporation
fails to make payment of the Cash Conversion Amount to any holder entitled
thereto in the manner and within the time specified above, time being of the
essence, such holder shall be entitled to receive from the Corporation in cash
an amount equal to 3% of the Cash Conversion Amount as compensation to such
holder for such failure on the part of the Corporation, and such holder shall
be entitled to the immediate return of the stock certificate or certificates
representing the Series A Preferred shares submitted by such holder for Cash
Conversion.  Then and thereafter (whether or not such certificate or
certificates have been returned) such holder shall have the right to convert
his Series A Preferred shares into Common Stock of the Corporation without
regard to the provisions of this subsection (f).  A Cash Conversion Notice
shall cease to be effective if the Corporation fails to make payment of the
Cash Conversion Amount to any holder entitled thereto in the manner and within
the time specified above, time being of the essence, and the Corporation may
not thereafter give a Cash Conversion Notice.  The number of shares that a
holder is entitled to convert, determined pursuant to subsections (a) and (b)
of this Section 4, shall not be affected by the giving or effectiveness of a
Cash Conversion Notice.  Any Cash Conversion Notice shall be given as provided
in Section 5 hereof.

   (g)  Distributions.  In the event the Corporation shall at any time or from
time to time make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other distribution
payable in securities of the Corporation or any of its subsidiaries or other
property, other than cash dividends from earnings, then in each such event
provision shall be made so that the holders of Series A Preferred shall
receive, upon the conversion thereof, the securities or other property which
they would have received had they been the owners on the date of such event of
the number of shares of Common Stock issuable to them upon conversion.

                                  Page-117
<PAGE>
   (h)  Certificates as to Adjustments.  Upon the occurrence of any
adjustments or readjustment of the Conversion Price pursuant to Section
4(e)(v) or Section 4(m) hereof, or any provision for distribution pursuant to
Section 4(g) hereof, or any adjustment of the cash per-share prices specified
herein, the Corporation at its expense shall promptly compute such adjustment,
readjustment or provision in accordance with the terms hereof and prepare and
furnish to each holder of Series A Preferred a certificate setting forth such
adjustment, readjustment or provision and showing in detail the facts upon
which such adjustment, readjustment or provision is based.  The Corporation
shall, upon the written request at any time of any holder of Series A
Preferred, furnish or cause to be furnished to such holder a like certificate
prepared by the Corporation setting forth (i) such adjustments and
readjustments, and (ii) the number of other securities and the amount, if any,
of other property which at the time would be received upon the conversion of
Series A Preferred with respect to each share of Common Stock received upon
such conversion. If any holder disputes the computation of such adjustment or
provision the Corporation shall cause independent public accountants selected
by the Corporation to verify and, if necessary, correct such computation.

   (i)  Notice of Record Date.  In the event of any taking by the Corporation
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend
(other than a cash dividend) or other distribution, any security or right
convertible into or entitling the holder thereof to receive additional shares
of Common Stock, or any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property, or to
receive any other right, the Corporation shall give notice to each holder of
Series A Preferred at least 10 days prior to such date specifying the date on
which any such record is to be taken for the purpose of such dividend,
distribution, security or right and the amount and character of such dividend,
distribution, security or right.

   (j)  Issue Taxes.  The Corporation shall pay any and all issue and other
taxes, excluding any income, franchise or similar taxes, that may be payable
in respect of any issue or delivery of shares of Common Stock on conversion of
shares of Series A Preferred pursuant hereto; provided, however, that the
Corporation shall not be obligated to pay any transfer taxes resulting from
any transfer requested by any holder in connection with any such conversion.

   (k)  Reservation of Stock Issuable Upon Conversion.  The Corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Preferred, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred, and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Series A
Preferred, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in best efforts to
obtain the requisite shareholder approval as promptly as practicable.

                                  Page-118
<PAGE>
   (l)  Fractional Shares.  No fractional shares shall be issued upon the
conversion of any share or shares of Series A Preferred.  All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of Series A Preferred by a holder thereof shall be aggregated for
purposes of determining whether the conversion would result in the issuance of
any fractional share.  If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board of Directors of the Corporation).

   (m)  Reorganization or Merger.  In case of any reorganization or any
reclassification of the capital stock of the Corporation or any consolidation
or merger of the Corporation with or into any other corporation or
corporations or a sale of all or substantially all of the assets of the
Corporation to any other person, and the holders of Series A Preferred do not
elect to treat such transaction as a liquidation, dissolution or winding up as
provided in Section 2, then, as part of such reorganization, consolidation,
merger or sale, provision shall be made so that each share of Series A
Preferred shall thereafter be convertible into the number of shares of stock
or other securities or property (including cash) to which a holder of the
number of shares of Common Stock deliverable upon conversion of such share of
Series A Preferred would have been entitled upon the record date of (or date
of, if no record date is fixed) such event and, in any case, appropriate
adjustment (as determined by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the Series A Preferred, to the end that
the provisions set forth herein shall thereafter be applicable, as nearly as
equivalent as is practicable, in relation to any shares of stock or the
securities or property (including cash) thereafter deliverable upon the
conversion of the shares of Series A Preferred.  The Corporation shall have no
obligation to obtain the prior consent of the holders of the Series A
Preferred, individually or as a class, except as expressly provided herein or
as provided by applicable law.

5.  Notices.  Any notice to be given to the holders of the Series A Preferred
shall be (i) mailed by first class mail postage prepaid to each holder of
Series A Preferred at the address shown on the records of the Corporation for
such holder, (ii) transmitted by telecopy or facsimile transmission to any
holder which has supplied a telecopy or facsimile address to the Corporation,
and (iii) unless receipted for by telecopy or facsimile on the date such
notice is given, shall be transmitted by an overnight delivery service or
courier service for delivery at the address shown on the records of the
Corporation for such holder on the first business day following the date such
notice is given, or if delivery in one business day to such address cannot be
effected by such delivery service, then on the earliest day on which such
delivery can be made.

                                  Page-119
<PAGE>
6.  Other Provisions.  For all purposes of this Resolution, the term "date of
issuance" or "closing" shall mean the day on which shares of the Series A
Preferred are first issued by the Corporation, and the terms "trading
price," "low trading price," "closing price," "last trade price," and
"trading days" shall have the meanings given them in Section 4(e) hereof.
Any provision herein which conflicts with or violates any applicable usury
law shall be deemed modified to the extent necessary to avoid such conflict or
violation.

7.  Restrictions and Limitations.  The Corporation shall not undertake the
following actions without the consent of the holders of a majority of the
Series A Preferred: (i) modify its Certificate of Incorporation or Bylaws so
as to amend or change any of the rights, preferences, or privileges of the
Series A Preferred, (ii) authorize or issue any other equity security senior
to or ranking on parity with the Series A Preferred, or (iii) pay any
dividends in cash or property on, or purchase or otherwise acquire for value,
any Common Stock purchase or other equity security of the Corporation either
junior to or on a parity with the Series A Preferred except from current or
retained earnings or from the net proceeds of sale of equity securities,
except for purchases of Common Stock from terminating or retiring employees
pursuant to the terms of employee benefit plans in an aggregate amount not
greater than $1 million.

8.  Voting Rights.  Except as provided herein or as provided for by law, the
Series A Preferred shall have no voting rights.

9.  Attorneys' Fees.  Any holder of Series A Preferred shall be entitled to
recover from the Corporation reasonable attorneys' fees and expenses incurred
by such holder in connection with enforcement by such holder of any obligation
of the Corporation hereunder, if such holder is the prevailing party in an
action or proceeding to compel such enforcement.

10.  Limitation on Number of Conversion Shares.  The Corporation shall not be
obligated to issue, in the aggregate, more than 7,420,000 shares of Common
Stock as presently constituted (the "NASD Cap") upon conversion of the
Series A Preferred, if issuance of a larger number of shares would constitute
a breach of the Rules of NASD.  Subject to the obligation to effect certain
redemptions pursuant to the last four sentences of this Section, if further
issuances of shares of Common Stock upon conversion of the Series A Preferred
would constitute a breach of the NASD Rules (i.e., all of the shares permitted
to be issued under the NASD Cap shall have been so issued), then so long
thereafter as such limitation shall continue to be applicable and any shares
of Series A Preferred are submitted for conversion such shares shall receive
in cash an amount equal to the Cash Conversion Amount determined as provided
in Section 4(f) hereof, in lieu of the Common Stock which such shares would
otherwise be entitled to receive upon conversion.  Payment of the Cash
Conversion Amount shall be made no later than as specified in Section 4(f) and
shall bear daily interest thereafter at the rate of one-tenth of one percent
per day until paid.  The NASD Cap shall be proportionately and equitably
adjusted in the event of stock splits, stock dividends, reverse stock splits,

                                  Page-120
<PAGE>
reclassifications or other such events, in such manner as the Board of
Directors of the Corporation shall reasonably determine.  If (A) the
Corporation is unable to obtain shareholder approval concerning
the issuance of shares of Common Stock upon conversion of the Series A
Preferred at a meeting of shareholders of the Corporation held not later than
June 30, 1998, then (B) the Corporation shall immediately redeem, at a
"Special Redemption Price" equal to 110% of the liquidation preference of
such shares, the smallest number of Shares which is sufficient, in the
Corporation's reasonable judgment, such that following such redemption,
conversion of the remaining shares of Series A Preferred would not constitute
a breach of the Corporation's obligations under the NASD Rules.  Any
redemption effected pursuant to the preceding sentence shall require 15 days
notice and the Redemption Date shall be not more than 15 days after the date
specified in Clause A of the preceding sentence.  Such redemption shall be
made pro-rata.  If there shall be a default in payment of the Special
Redemption Price, the amount so payable shall bear daily interest from and
after the Redemption Date at the rate of one-twentieth of one percent per day
until paid.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate to be executed by its Chairman of the Board and by its Executive
Vice President, Chief Financial Officer and Secretary, this 12th day of
February 1998.


/S/ L. David Sikes
-------------------------
L. David Sikes
Chairman of the Board


/S/ Richard L. Mohr
-------------------------
Richard L. Mohr
Executive Vice President,
Chief Financial Officer and Secretary

                                  Page-121
<PAGE>
                             State of Delaware
                      Office of the Secretary of State

I, Edward J. Freel, Secretary of State of the State of Delaware, do hereby
certify the attached is a true and correct copy of the Certificate of
Amendment of "Ramtron International Corporation", filed in this office on the
sixth day of August, A.D. 1999, at 1 O'clock P.M.

A filed copy of this certificate has been forwarded to the New Castle County
Recorder of Deeds.

/S/ Edward J. Freel
---------------------------------------
Edward J. Freel, Secretary of State

Authentication:  9908472
Date:  08-06-99
                                  Page-122
<PAGE>
                                                     State of Delaware
                                                     Secretary of State
                                                     Division of Corporations
                                                     Filed 01:00 PM 08/06/1999
                                                     991327093 - 2026110

                            CERTIFICATE OF AMENDMENT
                                    OF THE
                          CERTIFICATE OF INCORPORATION
                                      OF
                       RAMTRON INTERNATIONAL CORPORATION

RAMTRON INTERNATIONAL CORPORATION (hereafter called the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware, hereby certifies:

FIRST,  that the Corporation's Board of Directors has duly adopted the
following resolution:

RESOLVED, that the Corporation's Certificate of Designation, Preferences,
Rights and Limitations of Series A Convertible Preferred Stock, $0.01 Par
Value ("Certificate of Designation"), filed on February 12, 1998, with the
Secretary of State of the State of Delaware is hereby amended and restated in
its entirety to read as follows:

"1.  Authorized Shares.

There shall be a series of shares of the Preferred Stock of the Corporation
designated "Series A Convertible Preferred Stock".  The number of authorized
shares of such series shall be 29,000 and the rights and preferences of such
series (the "Series A Preferred") and the limitations or restrictions thereon,
shall be as set forth herein.

2.  Dividends.

The holders of the Series A Preferred shall be entitled to receive cumulative
dividends at a rate equal to 11% per annum of the liquidation preference per
share per annum, payable semi-annually on December 31 and June 30, with the
first payment being payable on December 31, 1999, when and as declared by the
Board of Directors.  Prior to the first anniversary of the date of filing of
this Certificate of Amendment (the "Closing Date"), all dividends shall be
paid in Series A Preferred.  On and after the first anniversary of the Closing
Date, dividends may be paid, at the Corporation's option, on any dividend
payment date, either in cash or by the issuance of additional shares of Series
A Preferred (and payment of cash in lieu of fractional shares) having an
aggregate liquidation preference equal to the amount of such dividends.  In
the event that on or after the first anniversary of the Closing Date,
dividends are paid in additional shares of Series A Preferred, the dividend
rate shall increase by 2% for such dividend payment period.  In the event that

                                  Page-123
<PAGE>
a registration statement is not effective within 130 days after the Closing
Date with respect to the conversion rights set forth in Section 6 and the cash
exchange rights set forth in Section 7, the Series A Preferred shall accrue
dividends from and after the end of such 130 day period at a rate of 18% per
annum until such time as the registration statement is declared effective.
Dividends as provided by this Section 2 shall accrue on any given share from
the Closing Date, or from the date of original issuance of such share,
whichever is later, and shall accrue from day to day whether or not declared.
Dividends not theretofore paid shall be paid upon conversion of any shares of
the Series A Preferred and shares of Series A Preferred issued in payment of
such dividends shall be simultaneously converted into Common Stock together
with the shares on which such dividends have accrued.  Dividends accrued in
accordance with the terms of the Series A Preferred prior to the Closing Date
shall not be affected by this Section 2.

3.  Liquidation Preference.

    (a)  In the event of any liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Series A
Preferred shall be entitled to receive, prior and in preference to any
distribution of any assets of the Corporation to the holders of the Common
Stock or any other class or series of shares except any class or series which
is entitled to priority over the Series A Preferred, the amount of $1,000 per
share plus any accrued but unpaid dividends (the "Liquidation Preference").

    (b)  Subject to the last sentence of this Section 3(b), a consolidation or
merger of the Corporation with or into any other corporation or corporations,
or a sale of all or substantially all of the assets of the Corporation, shall,
at the option of the holders of the Series A Preferred, be deemed a
liquidation, dissolution or winding up within the meaning of this Section 3 if
the shares of stock of the Corporation (along with all derivative securities)
outstanding immediately prior to such transaction represent immediately after
such transaction less than a majority of the voting power of the surviving
corporation (or of the acquirer of the Corporation's assets in the case of a
sale of assets).  Such option may be exercised by the vote or written consent
of holders of a majority of the Series A Preferred at any time within thirty
calendar days after written notice of the essential terms of such transaction
shall have been given to the holders of the Series A Preferred as provided in
Section 8 hereof.  Such notice shall be given by the Corporation immediately
following determination of such essential terms.  If such option is exercised,
the holders of the Series A Preferred shall be entitled to receive, in cash,
immediately upon the occurrence of such transaction, an amount per share equal
to the Liquidation Preference.  This Section shall not apply to a business
combination in which substantially all the Common Stock of the Corporation is
converted into or exchanged for voting common stock of the corporation
surviving such business combination, if (i) such common stock of the surviving
corporation is listed and traded on The Nasdaq Stock Market or the New York
Stock Exchange, and (ii) the Board of Directors of the Corporation determines
in good faith that the conversion rights and other rights and preferences of
the Series A Preferred are preserved and not rendered of less value by the
terms of such business combination.

                                  Page-124
<PAGE>
4.  Mandatory Redemption.

All of the Series A Preferred outstanding on July 31, 2002 shall be redeemed
by the Corporation at a redemption price equal to 100% of the Liquidation
Preference thereof plus, without duplication, accumulated and unpaid dividends
to the date of redemption.

5.  Optional Redemption.

The Series A Preferred shall be redeemable, at the option of the Corporation
and subject to the consent of its lenders, in whole or in part, at any time on
or after July 31, 2000 at an amount equal to its Liquidation Preference plus,
without duplication, accumulated and unpaid dividends to the date of
redemption.

6.  Conversion.

The holders of the Series A Preferred shall have optional conversion rights as
follows:

    (a)  Conversion Rights.

        (i)  At any time prior to 10 days after the Closing Date (the "Post-
Closing Date"), the Series A Preferred shall be exchangeable at the option of
the holder for shares of Common Stock at an exchange ratio of $.75 face value
of Series A Preferred per share of Common Stock plus accrued and unpaid
dividends to the date of conversion.

        (ii)  Each holder of record of Series A Preferred shares shall be
entitled to convert Series A Preferred into shares of Common Stock on or after
the Post-Closing Date at the conversion rate of 1,000 shares of Common Stock
per share of Series A Preferred (i.e., $1.00 per share of Common Stock) (such
rate of exchange, and the rate of exchange set forth in paragraph (i), as
applicable, being hereinafter referred to as the "Conversion Rate").

    (b)  Restriction on Right to Convert.  A share of Series A Preferred shall
not be converted into Common Stock if following such conversion the holder
thereof together with affiliates of such holder would be the beneficial owners
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 10% or
more of the Common Stock of the Corporation.  A share which may not be
converted because of the preceding sentence will thereafter be convertible by
any holder if at the time such share is submitted for conversion the preceding
sentence is inapplicable.

                                  Page-125
<PAGE>
    (c)  Mechanics of Conversion.  To convert shares of Series A Preferred
into shares of Common Stock, the holder shall give written notice to the
Corporation (which notice may be given by facsimile transmission) that such
holder elects to convert the same and shall state therein the number of shares
to be converted and the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued.  Promptly
thereafter the holder shall surrender the certificate or certificates
representing the shares to be converted, duly endorsed, at the office of the
Corporation or of any transfer agent for such shares, or at such other place
designated by the Corporation.  The Corporation shall, immediately upon
receipt of such notice, issue and deliver to or upon the order of such holder,
against delivery of the certificates representing the shares which have been
converted, a certificate or certificates for the number of shares of Common
Stock to which such holder shall be entitled, and a certificate representing
the shares of Series A Preferred not so converted, if any.  The Corporation
shall effect such issuance immediately and shall transmit the certificates by
messenger or overnight delivery service to reach the address designated by
such holder within three trading days after the receipt of such notice.
Notice of conversion may be given by a holder at any time of day up to 5:00
p.m. Los Angeles time, and such conversion shall be deemed to have been made
immediately prior to the close of business on the date such notice of
conversion is given (the "Conversion Date").  The person or persons entitled
to receive the shares of Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
Common Stock at the close of business on the Conversion Date.

    (d)  Determination of Conversion Rate.  In the event that the Corporation
shall declare or pay any dividend on the Common Stock payable in Common Stock
or in rights to acquire Common Stock, or shall effect a stock split or reverse
stock split, or a combination, consolidation or reclassification of the Common
Stock, then the Conversion Rate shall be proportionately decreased or
increased, as appropriate, to give effect to such event, and like adjustment
shall be made in any price per share specified elsewhere herein.

    (e)  Distributions.  In the event the Corporation shall at any time or
from time to time make or issue, or fix a record date for the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in securities of the Corporation or any of its subsidiaries or other
property, other than cash dividends from earnings, then in each such event
provision shall be made so that the holders of Series A Preferred shall
receive, upon the conversion thereof, the securities or other property which
they would have received had they been the owners on the date of such event of
the number of shares of Common Stock issuable to them upon conversion.

                                  Page-126
<PAGE>
    (f)  Certificates as to Adjustments.  Upon the occurrence of any
adjustments or readjustment of the Conversion Rate pursuant to Section 6(d)
hereof, or any provision for distribution pursuant to Section 6(e) hereof, or
any adjustment of the cash per-share prices specified herein, the Corporation
at its expense shall promptly compute such adjustment, readjustment or
provision in accordance with the terms hereof and prepare and furnish to each
holder of Series A Preferred a certificate setting forth such adjustment,
readjustment or provision and showing in detail the facts upon which such
adjustment, readjustment or provision is based.  The Corporation shall, upon
the written request at any time of any holder of Series A Preferred, furnish
or cause to be furnished to such holder a like certificate prepared by the
Corporation setting forth (i) such adjustments and readjustments, and (ii) the
number of other securities and the amount, if any, of other property which at
the time would be received upon the conversion of Series A Preferred with
respect to each share of Common Stock received upon such conversion.  If any
holder disputes the computation of such adjustment or provision the
Corporation shall cause independent public accountants selected by the
Corporation to verify and, if necessary, correct such computation.

    (g)  Notice of Record Date.  In the event of any taking by the Corporation
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend
(other than a cash dividend) or other distribution, any security or right
convertible into or entitling the holder thereof to receive additional shares
of Common Stock, or any right to subscribe for, purchase or otherwise acquire
any shares of stock of any class or any other securities or property, or to
receive any other right, the Corporation shall give notice to each holder of
Series A Preferred at least 10 days prior to such date specifying the date on
which any such record is to be taken for the purpose of such dividend,
distribution, security or right and the amount and character of such dividend,
distribution, security or right.

    (h)  Issue Taxes.  The Corporation shall pay any and all issue and other
taxes, excluding any income, franchise or similar taxes, that may be payable
in respect of any issue or delivery of shares of Common Stock on conversion of
shares of Series A Preferred pursuant hereto; provided, however, that the
Corporation shall not be obligated to pay any transfer taxes resulting from
any transfer requested by any holder in connection with any such conversion.

    (i)  Reservation of Stock Issuable Upon Conversion.  The Corporation shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Preferred, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Series A Preferred, and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to
effect the conversion of all then outstanding shares of the Series A
Preferred, the Corporation will take such corporate action as may, in the
opinion of its counsel, be necessary  to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for
such purpose, including, without limitation, engaging in best efforts to
obtain the requisite shareholder approval as promptly as practicable.

                                  Page-127
<PAGE>
    (j)  Fractional Shares.  No fractional shares shall be issued upon the
conversion of any share or shares of Series A Preferred.  All shares of Common
Stock (including fractions thereof) issuable upon conversion of more than one
share of Series A Preferred by a holder thereof shall be aggregated for
purposes of determining whether the conversion would result in the issuance of
any fractional share.  If, after the aforementioned aggregation, the
conversion would result in the issuance of a fraction of a share of Common
Stock, the Corporation shall, in lieu of issuing any fractional share, pay the
holder otherwise entitled to such fraction a sum in cash equal to the fair
market value of such fraction on the date of conversion (as determined in good
faith by the Board of Directors of the Corporation).

    (k)  Reorganization or Merger.  In case of any reorganization or any
reclassification of the capital stock of the Corporation or any consolidation
or merger of the Corporation with or into any other corporation or
corporations or a sale of all or substantially all of the assets of the
Corporation to any other person, and the holders of Series A Preferred do not
elect to treat such transaction as a liquidation, dissolution or winding up as
provided in Section 3, then, as part of such reorganization, consolidation,
merger or sale, provision shall be made so that each share of Series A
Preferred shall thereafter be convertible into the number of shares of stock
or other securities or property (including cash) to which a holder of the
number of shares of Common Stock deliverable upon conversion of such share of
Series A Preferred would have been entitled upon the record date of (or date
of, if no record date is fixed) such event and, in any case, appropriate
adjustment (as determined by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the Series A Preferred, to the end that
the provisions set forth herein shall thereafter be applicable, as nearly as
equivalent as is practicable, in relation to any shares of stock or the
securities or property (including cash) thereafter deliverable upon the
conversion of the shares of Series A Preferred.  The Corporation shall have no
obligation to obtain the prior consent of the holders of the Series A
Preferred, individually or as a class, except as expressly provided herein or
as provided by applicable law.

7.  Cash Exchange Rights.

    (a)  Exchange Rights.  At any time prior to June 25, 1999, the Series A
Preferred shall be exchangeable at the option of a holder for cash in amount
per share equal to 50% of the face value of the Series A Preferred Share plus
all accrued but unpaid dividends on the Series A Preferred Share, up to an
aggregate amount of $6.4 million face value and accrued and unpaid dividends
to the date of exchange.  If, in the judgment of the Board of Directors of the
Corporation, the Corporation's financial condition and results of operations
permit the Corporation to permit the exchange for cash of more than $6.4
million face value (plus accrued dividends) of the Series A Preferred, the
terms of the Series A Preferred will permit the exchange for cash of up to
$8.0 million face value (plus accrued and unpaid dividends) of the Series A
Preferred.  To the extent that holders of Series A Preferred desire to
exchange in the aggregate a greater face value (plus accrued and unpaid
dividends) of the Series A Preferred than is permitted under the terms of the
Series A Preferred, Series A Preferred will be accepted for exchange by the
Corporation for cash on a pro rata basis based upon the aggregate face value
(plus accrued and unpaid dividends) of the Series A Preferred validly tendered
for exchange.

                                  Page-128
<PAGE>
    (b)  Mechanics of Exchange.  To exercise the exchange right set forth in
Section 7(a), the holder shall give written notice to the Corporation (which
notice may be given by facsimile transmission) that such holder elects to
exercise such right and shall state therein the number of shares to be
converted and the name or names in which such holder wishes the payment to be
received.  Promptly thereafter the holder shall surrender the certificate or
certificates representing the shares to be exchanged, duly endorsed, at the
office of the Corporation or of any transfer agent for such shares, or at such
other place designated by the Corporation.  The Corporation shall, immediately
upon receipt of such notice, issue and deliver to or upon the order of such
holder, against delivery of the certificates representing the shares which
have been converted, a check for payment of the cash amount to which such
holder shall be entitled, and a certificate representing the shares of Series
A Preferred not so exchanged, if any.  The Corporation shall effect such
payment immediately and shall transmit the check by messenger or overnight
delivery service to reach the address designated by such holder within three
trading days after the receipt of such notice.  Notice of the exercise of
exchange rights may be given by a holder at any time of day up to 5:00 p.m.
Los Angeles time, and such exercise shall be deemed to have been made
immediately prior to the close of business on the date such notice of
conversion is given (the "Exchange Date").  The person or persons entitled to
receive payment upon such exchange shall be treated for all purposes as the
record holder or holders of such shares of Common Stock at the close of
business on the Exchange Date.

8.  Notices.

Any notice to be given to the holders of the Series A Preferred shall be
(i) mailed by first class mail postage prepaid to each holder of Series A
Preferred at the address shown on the records of the Corporation for such
holder, (ii) transmitted by telecopy or facsimile transmission to any holder
which has supplied a telecopy or facsimile address to the Corporation, and
(iii) unless receipted for by telecopy or facsimile on the date such notice is
given, shall be transmitted by an overnight delivery service or courier
service for delivery at the address shown on the records of the Corporation
for such holder on the first business day following the date such notice is
given, or if delivery in one business day to such address cannot be effected
by such delivery service, then on the earliest day on which such delivery can
be made.

9.  Registration Rights.

The corporation shall use its best efforts to file and cause to become
effective as of no later than 130 days after June 15th a registration
statement for Common Stock of the Corporation issuable upon exchange or
conversion of the Series A Preferred, to the extent such shares of Common
Stock are not then freely tradable under the federal securities laws.

                                  Page-129
<PAGE>
10.  Restrictions and Limitations.

The Corporation shall not undertake the following actions without the consent
of the holders of a majority of the Series A Preferred: (i) modify its
Certificate of Incorporation or Bylaws so as to amend or change any of the
rights, preferences, or privileges of the Series A Preferred, (ii) authorize
or issue any other equity security senior to or ranking on parity with the
Series A Preferred, or (iii) pay any dividends in cash or property on, or
purchase or otherwise acquire for value, any Common Stock purchase or other
equity security of the Corporation either junior to or on a parity with the
Series A Preferred except from current or retained earnings or from the net
proceeds of sale of equity securities, except for purchases of Common Stock
from terminating or retiring employees pursuant to the terms of employee
benefit plans in an aggregate amount not greater than $1 million.

11.  Voting Rights.

The Series A Preferred shall have no voting rights, except as otherwise
required by law and except in certain circumstances described herein,
including (i) amending certain rights of the holders of the Series A Preferred
and (ii) the issuance of any class of equity securities that ranks pari passu
with or senior to the Series A Preferred other than certain additional shares
of Series A Preferred.

12.  Attorneys' Fees.

Any holder of Series A Preferred shall be entitled to recover from the
Corporation reasonable attorneys' fees and expenses incurred by such holder in
connection with enforcement by such holder of any obligation of the
Corporation hereunder, if such holder is the prevailing party in an action or
proceeding to compel such enforcement."

SECOND, that the proposed amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware and that notice of the taking of such action by written consent has
been given as provided in Section 228 of the General Corporation Law of the
State of Delaware.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Amendment to be executed by L. David Sikes, its Chairman of the
Board and Chief Executive Officer, this 6th day of August 1999.

Ramtron International Corporation


By:  /S/ L. David Sikes
   --------------------
   L. David Sikes
   Chairman of the Board and
   Chief Executive Officer

                                  Page-130
<PAGE>

                             State of Delaware
                      Office of the Secretary of State

I, Edward J. Freel, Secretary of State of the State of Delaware, do hereby
certify the attached is a true and correct copy of the Certificate of
Amendment of "Ramtron International Corporation", filed in this office on the
sixth day of August, A.D. 1999, at 1:05 O'clock P.M.

A filed copy of this certificate has been forwarded to the New Castle County
Recorder of Deeds.

/S/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State

Authentication:  9908479
Date:  08-06-99

                                  Page-131
<PAGE>
                                                     State of Delaware
                                                     Secretary of State
                                                     Division of Corporations
                                                     Filed 01:05 PM 08/06/1999
                                                     991327102 - 2026110

                            CERTIFICATE OF AMENDMENT
                                   OF THE
                         CERTIFICATE OF INCORPORATION
                                     OF
                       RAMTRON INTERNATIONAL CORPORATION

Ramtron International Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

FIRST,  that the Corporation's Board of Directors has duly adopted the
following resolution:

RESOLVED, that the first numbered paragraph of Article FOURTH of the
Certificate of Incorporation, as amended, is hereby deleted and the following
is substituted in lieu thereof:

"FOURTH:  The total number of shares of capital stock which the Corporation
shall have authority to issue is 60,000,000, consisting of 50,000,000 shares
of common stock, par value $0.01 per share (the "Common Stock"), and
10,000,000 shares of preferred stock, par value $0.01 per shares (the
"Preferred Stock").

Immediately upon the filing of this Amendment to the Certificate of
Incorporation (the "Effective Time"), each 5 shares of the Common Stock,
issued and outstanding immediately prior to the Effective Time (the "Old
Common Stock"), shall automatically, without further action on the part of the
Corporation or any holder of Old Common Stock, be combined, converted and
changed into one (1) fully paid and nonassessable share of Common Stock (the
"New Common Stock" and the "Reverse Stock Split"), subject to the treatment of
fractional share interests as described below.  The conversion of the Old
Common Stock into New Common Stock will be deemed to occur at the Effective
Time regardless of when the certificates representing such Old Common Stock
are physically surrendered to the Corporation in exchange for certificates
representing New Common Stock.  After the Effective Time, certificates
representing the Old Common Stock will, until surrendered to the Corporation
in exchange for New Common Stock, represent the number of shares of New Common
Stock into which such Old Common Stock shall have been converted pursuant to
this Amendment and the right to receive cash in lieu of any fractional share
interest.  No certificates representing fractional shares of New Common Stock
shall be issued in connection with the Reverse Stock Split.  Holders who
otherwise would be entitled to receive fractional share interests of New
Common Stock shall be entitled to receive in lieu of fractional shares and

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upon surrender to the Corporation's transfer agent of their certificates
representing Old Common Stock, duly endorsed, a cash payment in an amount
equal to the product calculated by multiplying (i) the closing sales price of
the Corporation's Common Stock on the Effective Date as reported on The Nasdaq
Stock Market or, if no such sales price exists, the mid-range between the last
bid and asked price on the Effective Date by (ii) the number of shares of Old
Common Stock held by such holder that would otherwise have been converted into
a fractional share interest.  Upon surrender by a holder of Old Common Stock
of a certificate or certificates for Old Common Stock, duly endorsed, to the
Corporation's transfer agent, the Corporation shall, as soon as practicable
thereafter, issue and deliver to such holder of Old Common Stock, or to the
nominee or nominees of such holder, a certificate or certificates for the
number of shares of New Common Stock to which such holder shall be entitled as
aforesaid together with cash in lieu of any fractional share interest."

SECOND, that said Amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Ramtron International Corporation has caused this
Certificate of Amendment to be executed by L. David Sikes, its Chairman of
the Board and Chief Executive Officer, this 6th day of August 1999.

Ramtron International Corporation


By:  /S/ L. David Sikes
   --------------------
   L. David Sikes
   Chairman of the Board and
   Chief Executive Officer

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