Exhibit 31.2

              CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a)
              OF THE SECURITIES EXCHANGE ACT OF 1934, As Amended

                         CERTIFICATIONS FOR FORM 10-K

I, Eric A. Balzer, certify that:

1.  I have reviewed this annual report on Form 10K of Ramtron International
Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

  a)  Designed such disclosure controls and procedures, or caused such
      disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, concluding its consolidated subsidiaries, is made known to
      us by others within those entities, particularly during the period in
      which this report is being prepared;

  b)  Designed such internal control over financial reporting, or caused such
      internal control over financial reporting to be designed under our
      supervision, to provide reasonable assurance regarding the reliability
      of financial reporting and the preparation of financial statements for
      external purposes in accordance with generally accepted accounting
      principles;

  c)  Evaluated the effectiveness of the registrant's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end
      of the period covered by this report based on such evaluation; and

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  d)  Disclosed in this report any change in the registrant's internal
      control over financial reporting that occurred during the registrant's
      most recent fiscal quarter (the registrant's fourth fiscal quarter in
      the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the registrant's internal
      control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions):

  (a)  All significant deficiencies and material weaknesses in the design or
       operation of internal control over financial reporting which are
       reasonably likely to adversely affect the registrant's ability to
       record, process, summarize and report financial information; and

  b)  Any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      control over financial reporting.

/S/ Eric A. Balzer
----------------------------
Eric A. Balzer
Chief Financial Officer
(Principal Accounting Officer)

Date:  March 15, 2005

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