UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              -------------------
                                   FORM 10-K

/ X /  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2002

                                       OR

/   /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the transition period from ----------  to ---------

Commission File Number  0-17739

                       RAMTRON INTERNATIONAL CORPORATION
            -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                   84-0962308
      -------------------------------                   -------------------
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                   Identification No.)

   1850 Ramtron Drive, Colorado Springs, Colorado                80921
   ----------------------------------------------              ----------
     (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code (719) 481-7000

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

Securities registered pursuant to Section 12(g) of the Act:

                                                Name of Each Exchange
         Title of Each Class                     on which Registered
   -----------------------------                ---------------------
   Common Stock ($.01 par value)                 Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes  / X /  No  /   /

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<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  / X /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes  /   /  No  / X /

The aggregate market value of common stock held by non-affiliates of the
registrant as of March 25, 2003 was $40,950,630 based on the closing price of
the Company's common stock as reported on The Nasdaq Stock Market.

As of March 25, 2003, 22,135,476 shares of the Registrant's common stock were
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for the 2003 Annual Meeting of
Shareholders are incorporated by reference into Part III.

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                             TABLE OF CONTENTS
                                                                       Page
                                                                       ----
PART I
     Item 1.  Business . . . . . . . . . . . . . . . . . . . . . . . .   4
     Item 2.  Properties . . . . . . . . . . . . . . . . . . . . . . .  23
     Item 3.  Legal Proceeding . . . . . . . . . . . . . . . . . . . .  23
     Item 4.  Submission of Matters to a Vote of Security Holders  . .  25

PART II
     Item 5.   Market for Registrant's Common Stock and Related
               Stockholder Matters . . . . . . . . . . . . . . . . . .  25
     Item 6.   Selected Financial Data . . . . . . . . . . . . . . . .  27
     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations . . . . . . . . . .  27
     Item 7a.  Quantitative and Qualitative Disclosures about
               Market Risk . . . . . . . . . . . . . . . . . . . . . .  45
     Item 8.   Financial Statements and Supplementary Data . . . . . .  46
     Item 9.   Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure  . . . . . . . .  47

PART III
     Item 10.  Directors and Executive Officers of the Registrant  . .  47
     Item 11.  Executive Compensation  . . . . . . . . . . . . . . . .  47
     Item 12.  Security Ownership of Principal Stockholders
               and Management  . . . . . . . . . . . . . . . . . . . .  48
     Item 13.  Certain Relationships and Related Management  . . . . .  48
     Item 14.  Controls and Procedures . . . . . . . . . . . . . . . .  48

PART IV
     Item 15.  Exhibits, Financial Statement Schedules and
               Reports on Form 8-K . . . . . . . . . . . . . . . . . .  48

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<PAGE>
PART I

Item 1.   BUSINESS

                                 COMPANY OVERVIEW

Ramtron International Corporation ("Ramtron" or the "Company") is a fabless
semiconductor company focused on creating widespread use of its proprietary
memory technologies through both direct product sales and licensing
activities with the world's leading semiconductor manufacturers.  The Company
was incorporated in Delaware under the name of Amtec Securities Corporation
in January 1984.  Its name was changed to Ramtron International Corporation
in January 1988.

Our headquarters facility is located at 1850 Ramtron Drive, Colorado Springs,
Colorado 80921, and our website is www.ramtron.com.  Our common stock trades
on the Nasdaq National Market under the symbol "RMTR".

Ramtron designs, develops, and markets two types of specialty semiconductor
memory products; non-volatile ferroelectric random access memory ("FRAM")
devices and high-performance enhanced dynamic random access
memories("Enhanced-DRAM").  Ramtron's FRAM products are developed and
marketed by Ramtron International Corporation, while the Company's Enhanced-
DRAM products are developed and marketed through its 80% owned subsidiary,
Enhanced Memory Systems, Inc.("EMS"), and Ramtron's wholly owned subsidiary,
Mushkin Inc.("Mushkin").

Ramtron's FRAM technology integrates ferroelectric materials with standard
semiconductor chip design and manufacturing technology to provide nonvolatile
memory products with unique performance characteristics at a competitive
cost.  FRAM devices are used in and in connection with such products as
utility meters, set-top boxes, RAID disk controllers, security systems, home
and office electronics, and automotive and industrial controls and
instrumentation.

The high-performance Enhanced-DRAM products the Company's EMS subsidiary has
been developing in cooperation with Cypress Semiconductor Corporation (or,
Cypress) and Hewlett Packard Corporation (or, Hewlett Packard) address the
access and retrieval speed limitations of conventional DRAMs and the low
density, high costs and high power requirements associated with high-speed
static random access memory, known as SRAM.  The system performance of the
Company's Enhanced-DRAM products approach the speed of a complete SRAM memory
system but with significant cost reductions and increased density.  Enhanced-
DRAM memory devices are used in and in connection with such products as
communication switches, workstations, high performance servers, radar systems
and 3-D Graphics applications.

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Mushkin markets and sells high-performance DRAM memory modules through
e-commerce and direct sales channels.  Mushkin's products are built using
components secured through many of the world's leading DRAM suppliers.
Mushkin products are primarily used in OEM and end-user personal computer
systems.

The Company has a business model that derives revenue from three sources: 1)
product sales, 2) funded research and development programs and 3) licensing
and royalty revenue related to its intellectual property.  The Company
focuses product sales efforts on unique, high performance applications.
Customer funded research and development program fees are generated through
new product development programs and ferroelectric technology support
programs with major semiconductor manufacturers.  Fees and royalties are
derived from the licensing of the Company's intellectual property to large
semiconductor manufacturers.  The Company has formed several strategic
relationships to develop and manufacture its memory products.  FRAM strategic
licensees include Fujitsu, Rohm, Toshiba, Hitachi, Samsung, Infineon
Technologies, NEC and Texas Instruments.  Enhanced-DRAM licensees and/or
partners now include Infineon Technologies, Cypress Semiconductor, Hewlett
Packard and NEC.

During 2002, 2001 and 2000 the Company entered into several significant
business relationships.  In July 2000, the Company's FRAM business unit
entered into a 5 year volume purchase agreement with Ampy Automation Digilog,
Ltd. for the primary purpose of supplying approximately 27 million FRAM
devices into a utility meter product Ampy designed and developed for ENEL
Distribuzione SpA, a leading Italian utility company.  Initial deliveries
into this program began in 2001 and are expected to continue through at least
the end of 2004.  Ramtron expects to also supply FRAM products to Ampy for
use in other meters it builds.  The agreement includes pricing provisions,
purchase order placement, reschedule and order cancellation provisions.
There are no order quantity or schedule guarantees.

In 2001, Texas Instruments and NEC entered into technology license agreements
with the Company's FRAM business unit.  Subject to the specific terms of each
agreement, such agreements may include a license to use the Company's FRAM
technology, royalties, development assistance and/or manufacturing capacity
upon the commercialization by the licensee.  Ramtron has been providing
technology development assistance to Texas Instruments since July 2001.

The Company's EMS business unit entered into customer funded research and
development programs with Cypress Semiconductor and Hewlett Packard in 2000,
to design, develop, have manufactured and sell new products for the
telecommunications and network/server markets.  The agreement with
Cypress also calls for royalties payable to EMS upon any sales of covered
products to Cypress' customers.  Additionally, EMS has rights to sell the
specified products to customers other than Cypress and Hewlett Packard.

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<PAGE>
In 2001, Infineon Technologies AG acquired approximately 20% of the Company's
outstanding common stock by entering into a share purchase agreement with the
Company pursuant to which Infineon agreed to invest approximately $30 million
in the Company, $10 million in cash and $20 million in Infineon common stock
(443,488 shares), in exchange for 4,430,005 shares of the Company's common
stock  The companies also entered into a separate cross-license agreement
that provides Infineon with a nonexclusive license to the Company's FRAM
memory technology, and the Company with access to certain Infineon
technologies relating to fabrication of FRAM memories.  In January 2000,
Infineon entered into a stock purchase agreement with EMS pursuant to which
Infineon acquired a 20% interest in EMS in consideration for up to
$200 million per year of committed wafer manufacturing capacity using
Infineon's advanced DRAM and embedded DRAM process capabilities and access to
Infineon's design technologies.  The agreement, as amended in 2002, has a
term of ten years.  The agreement does not provide Infineon with rights to
EMS' technology.

In 2002, Infineon increased its investment in the Company through the
purchase of a $3 million, convertible debenture that gives Infineon the right
to acquire an additional 1,058,630 shares of the Company's common stock by
exercising the conversion features of the debenture and related common stock
warrants issued to Infineon in connection with its purchase of the debenture.

See Note 13 of the Notes to Consolidated Financial Statements for certain
financial information concerning each of the Company's operating segments and
for certain geographic financial information concerning the business of the
Company.

Discussion of certain matters contained in this Annual Report on Form 10-K
may constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform Act"), and, as such,
may involve risks and uncertainties.  These may be identified by the use of
forward-looking words or phrases such as "believe," "expect," "intend,"
"anticipate," "should," "planned," "estimated," and "potential," among
others.  These forward-looking statements relate to, among other things,
expectations of the business environment in which Ramtron operates,
projections of future performance and perceived opportunities in the market.
The Company's actual results, performance and achievements may differ
materially from the results, performance and achievements expressed or
implied in such forward-looking statements.  For a discussion of some of the
factors that might cause such a difference, see "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Expected Future Results of Operations."  From time to time, the Company
details other risks with respect to its business and financial results and
conditions in its filings with the Securities and Exchange Commission.

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<PAGE>
                                   PRODUCTS

BACKGROUND

To date, the memory market has been divided between two classes of memory
products, volatile and nonvolatile.  Nonvolatile memory refers to the ability
of an integrated circuit memory device to retain data without power, while
volatile memory loses its data in the absence of power. There are multiple
variations of products within each class because systems designers have been
forced to make various tradeoffs and compromises in their designs due to the
limitations of each.

Nonvolatile Memory.  Flash memory, Electrically Erasable Programmable Read
Only Memory, or EEPROM, and Erasable Programmable Read Only Memory, or EPROM,
are the most common nonvolatile memory technologies.  These read-only memory,
or ROM, devices allow limited numbers of write-cycles before wearing
out because of the high stress condition caused by write-cycles.  The devices
also use a high amount of power and have write times that are much longer
than standard random access memory, or RAM, technologies.  Another
nonvolatile memory device is a battery-backed SRAM, or BBSRAM.  Limitations
of BBSRAMs include size and shape, cost and battery reliability.  Important
limitations of current nonvolatile memory technologies include slow write
speed, limited write endurance, high power consumption, and in the case of
BBSRAM, battery reliability.

Volatile memory.  DRAM and SRAM are the two fundamental integrated circuit
product categories in the volatile memory market.  A microprocessor uses
random access memory to hold temporary instructions and data needed to
complete tasks.  This enables a system's microprocessor to access
instructions and data stored in memory quickly. Applications for DRAM and
SRAM include personal computers, communication switches, workstations,
servers, 3-D Graphics applications and radar systems.

DRAMs are the most widely used memory device in computing applications today
because of their low cost per bit and unlimited random access read/write
capability.  However, continuing significant improvements in microprocessor
speeds and increasing system complexity have created performance bottlenecks
at the system level due to two key limitations of today's DRAM technology,
slow access speeds, or latency, and limited ability for sustained data
output, or bandwidth.

SRAM performs memory functions similar to DRAM, but is much faster and does
not require the memory storage cells to be continuously re-charged.  However,
the large memory cell size of the SRAM makes it significantly more expensive
and less power efficient than DRAM.  Important limitations of SRAM are high
cost per memory bit and low chip density.

Most high-performance systems need combinations of small amounts of SRAM to
cache data transfers and high-speed DRAM architectures to fill the cache
quickly.  Even with these techniques, the larger size of today's operating
systems and applications, and the frequent context changes required by
multitasking, create bottlenecks from limited DRAM access and retrieval
speed.

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<PAGE>
FRAM PRODUCTS (Nonvolatile)

Ramtron was the first company to introduce ferroelectric technology in
commercial memory products, beginning with a 4-kilobit parallel interface
product in late 1992.  Since demonstrating this product, the Company has
attracted a number of licensees, and has broadened its product line and
established a merchant market presence.  Today, the Company offers a line of
serial and parallel interface FRAM memories that have distinct advantages
over EEPROM and BBSRAM equivalents.  These products are manufactured at
Fujitsu using the Company's proprietary FRAM technology. The Company also
licenses its technology to several large semiconductor manufacturers.  During
2002, 2001 and 2000, the Company sold $22.2 million, $4.5 million, and
$4.0 million, respectively, of FRAM products.

A FRAM memory cell is built using a standard CMOS process with an additional
layer of ferroelectric material, in crystal form, between two electrode
plates to form a capacitor.  This capacitor construction is very similar to
that of a DRAM capacitor.  Rather than storing data as charge on a capacitor
like volatile memory products, a ferroelectric memory stores data within a
crystalline structure.  These crystals maintain two stable states - a '1' and
a '0'.  Due to its basic RAM design, the circuit reads and writes simply and
easily.  However, unlike volatile memories, the data state is stable with or
without power.  The ferroelectric mechanism is completely different than the
floating gate technology used by other nonvolatile memories.  FRAM memory
products do not require a periodic refresh and when power is removed or
fails, the FRAM memory retains its data.  Regardless of the electrical
interface, a FRAM device is structurally designed to operate in a manner very
similar to a volatile memory product.  Thus it has similar performance to a
volatile memory product for both read and write operations.

Ramtron's FRAM technology provides nonvolatile memory products with unique
performance characteristics and properties.  Ramtron's FRAM devices combine
data non-volatility with the benefits of random access memory (RAM) devices
including a high number of read and write cycles, high speed for both read
and write functions and low power consumption.

In order to accelerate market acceptance, Ramtron developed FRAM serial
products based on industry standard EEPROM circuits.  These products are
offered in 4-kilobit, 16-kilobit, 64-kilobit and 256-kilobit densities with
selected industry standard interfaces and industry-standard package types.
These products compete with EEPROM serial memories with identical pin
configurations. As a result of FRAM feature advantages, the Company's
products are currently able to command a price premium versus EEPROM
products in selected applications.

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<PAGE>
In addition to serial memories, the Company offers a line of low density
parallel interface products.  In order to accelerate market acceptance, these
product designs are based on industry standard SRAM circuits.  The primary
market these products serve is replacement in multi-device battery-backed
SRAM applications, or BBSRAM.  SRAMs are fundamentally a volatile device and
do not retain data in the absence of power.  A backup battery is commonly
used to retain the stored data.  FRAM parallel products offer a comparable
feature set and data retention without the requirement of a battery.  Current
products include 64-kilobit and 256-kilobit products in industry standard
package types.

The Company has recently introduced two 256-kilobit density problem solver
memories.  Problem solver memories integrate a FRAM memory core
with appropriate logic and other functionality on a single chip to solve a
variety of system level design requirements.  FRAM problem solvers can be
designed to address generic system requirements such as basic data collection
with a time stamp, or designed for highly system-specific functions such as a
system-on-a-chip with all functions but the central processing unit.  The
enhanced integration that FRAM problem solvers provide greatly simplifies
system development and reduces the complexity of debugging embedded
processors.

These products and products the Company expects to introduce in the future
will include functions that are commonly combined with nonvolatile memory at
the system level, and functions that can be improved by integration with FRAM
technology.

The Company expects to develop new serial, parallel and problem solver FRAM
memory products in densities ranging from 4-kilobit to 1-megabit during 2003.

The Company anticipates increases in its available manufacturing capacity
from its foundry partners.  The manufacturing and commercialization of FRAM
technology associated with each of the Company's foundry partners depends
primarily upon each individual foundry's process and product development
activities, the timing and results of which are uncertain.  The Company
intends to continue developing new products as it is able to determine the
available manufacturing processes of each of its foundry partners.

The manufacturing costs of FRAM products are presently higher than competing
EEPROM and BBSRAM products.  The Company and its foundry partners are working
to reduce such manufacturing costs and, because of FRAM compatibility with
CMOS semiconductor manufacturing and the mask design of FRAM chips, the
Company believes that FRAM products are capable of being mass produced on a
cost-effective basis.  During 2001, the Company completed the first step in
this process through the successful development and manufacture of a
one-transistor, one-capacitor, or 1T/1C, 256-kilobit product. Until late in
2001, FRAM products were built using 2-transistor, 2-capacitor, or 2T/2C,
cell structures.  The effect of moving to 1T/1C products is to reduce the
size of the memory cell by roughly 50%, increasing the total number of
available die per wafer and lowering overall manufacturing cost.

                                   Page-9
<PAGE>
FRAM Strategy

The Company's goal is to be the leading worldwide supplier of FRAM
devices in specialized, high performance applications and in licensing
technologies for memory products.  The Company's strategy includes the
following key elements:

Further penetrate specialized, high-performance markets.  The markets in
which the Company competes are large and extremely competitive.  For FRAM
technology to be successful, it must first prove its benefits and
capabilities to customers.  The Company's market strategy is similar to the
strategies proven to be successful in other non-volatile memory markets,
which is to target specialized applications, gain overall market acceptance,
and introduce additional products into larger, main memory markets.  The
Company's FRAM technology currently competes with EEPROM and BBSRAM
technologies.  The Company believes the unlimited write cycles of its 3-volt
technology, fast write speeds and low power performance of the FRAM
technology make its products superior in performance to EEPROM technology and
will gain market share accordingly, allowing access to new opportunities and
applications.  FRAM technology also provides significantly reduced printed
circuit board space requirements as compared to BBSRAM products and increased
data retention reliability because there is no reliance on a back-up battery.
The initial markets that the Company will target include the data collection
and metering market, low power and wireless communications market and the
automotive and telematics market.  Telematics is an emerging market of
automotive communications technology that uses wireless communications to
provide security, information, productivity and in-vehicle entertainment
services.

Extend FRAM technology into new applications.  FRAM technology has product
applications beyond stand-alone memory devices.  For example, smart cards,
micro-controllers, programmable logic devices and radio frequency
identification applications often include embedded ROM and/or RAM memories in
the device.  FRAM memory performance compared to alternative memory solutions
offers distinct advantages in such applications.  To exploit these product
opportunities without diverting focus from the development of FRAM products,
the Company has licensed its ferroelectric technology to, and entered into
development agreements with, other companies.  The Company may elect to
pursue selected business opportunities in these areas when appropriate market
conditions and suitable partners are identified.  In addition, within the
Company's capital and financing constraints, the Company continues research
and development of ferroelectric material compositions with the aim of
further enhancing the performance advantages and cost position of FRAM
memories relative to alternative memory solutions (e.g., longer write
endurance, lower operational voltage and lower power consumption).

Expand sales and marketing efforts.  The Company intends to increase its
marketing efforts with a plan to target OEM design and supply chain managers
by expanding its sales force with additional corporate and regional account
managers and field application engineers to provide increased sales support,
expanding its use of manufacturers' representatives and industrial
distributors to target international customers and increasing promotional
efforts to expand and heighten awareness and preference for FRAM products and
the Ramtron brand.

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<PAGE>
Leverage Ramtron's new product development process.  The Company believes its
product development expertise in the application of FRAM technology is a
unique competence.  It is the Company's intention to invest to maintain this
advantage to the maximum extent it can do so within capital and financing
constraints.  The Company believes its current product development process
enables it to bring FRAM based products to market faster than the competition
and minimize the cost of such product development.  This expertise is
embodied in the Ramtron design methodology, which includes ferroelectric
circuit simulation, ferroelectric modeling for multiple foundry processes,
ferroelectric memory core libraries, and the institutional knowledge of such
memory design.  Ramtron plans to continue investing in upgraded design
automation and product development activities that further improve
productivity and shorten time to market.

Select strategic partners.  Ramtron's business objective is to maintain its
leadership role in FRAM technology and specialty products by working in
cooperation with the world's leading semiconductor manufacturers.  Ramtron's
partnership strategy is allowing the Company to commercialize its products
and technologies more rapidly than if it were to rely solely on its own
resources.  Ramtron maintains a preference for partners that serve a
strategic interest by providing complementary technology, production
capacity, or market access.  Ramtron has license and/or development
agreements with Fujitsu, Rohm, Toshiba, Infineon, Hitachi, Samsung,
NEC and Texas Instruments.  Subject to the specific terms of each agreement,
such agreements may include a license to the Company's FRAM technology,
royalties, development assistance and/or a call on manufacturing capacity.

Promote Ramtron's intellectual property as an industry standard.  Ramtron's
strategy is to broadly license its intellectual property and to work with
industry leading semiconductor and electronics companies to expand the
infrastructure to support its FRAM technology.  The Company intends to
capitalize on this infrastructure to establish its FRAM technology as an
industry standard.  The Company generates revenue through technology
licenses, royalty payments and service fees from these relationships.

Continue to invest in research and development to maintain technology
leadership.  The Company will continue to devote much of its research and
development efforts towards increasing the densities and features of its
serial, parallel and problem solver FRAM products to target new markets such
as the markets for automotive data collection systems, low power hand-held
electronic devices, wireless applications, such as blue-tooth and other
information appliances. During 2002, Ramtron continued to expand its product
line, adding three new products.

Improve the Company's technological and engineering expertise.  Ramtron is
focused on using its technological and engineering expertise to develop
proprietary technologies to efficiently produce high quality, technologically
advanced products that meet the complex and diverse needs of its customer
base.  Through this expertise the Company has developed patented proprietary
technologies.  The Company intends to continue to leverage and expand its
technological and engineering expertise to develop new proprietary
technologies and to further expand its product offerings.

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<PAGE>
Continue to patent new technologies.  Recognizing the important role
intellectual property plays in the semiconductor industry, the Company's FRAM
product architectures are protected by worldwide intellectual property
rights.  Ramtron has 132 FRAM patents issued worldwide, which include
103 U.S. patents and 29 foreign patents.  Currently, 42 FRAM patents are
pending, including 22 U.S. patents and 20 foreign patents.

ENHANCED-DRAM PRODUCTS (Volatile)

The Company's 80% owned subsidiary, Enhanced Memory Systems, Inc., designs,
markets and sells high performance DRAM based products.  Currently, these
products are  manufactured for the Company by Infineon Technologies AG, 20%
owner of EMS, using conventional DRAM manufacturing lines.  EMS has developed
a family of proprietary Enhanced-DRAM ("EDRAM", registered trademark) and
Enhanced SRAM ("ESRAM") products that capitalize on unique architectural and
design features to provide what the Company believes are the highest
performance DRAM products available. EMS began selling EDRAMs in commercial
volumes in the first quarter of 1993.  During 2002, 2001 and 2000, the
Company sold $1.8 million, $1.2 million and $7.6 million, respectively, of
EMS products.

The Company's EDRAM and ESRAM components use the same packaging as
standard DRAMs.  The Company also has a family of EDRAM single in-line memory
modules, "SIMM", and dual in-line memory modules, "DIMM", that use the same
form factor and connectors as standard DRAM SIMM and DIMM modules.
This allows system developers to design higher performance systems using the
same packaging and control logic technique as slower DRAMs and to design
systems which can use either memory type to provide two performance options.

Because of their low cost per bit and unlimited random access read/write
capability, DRAMs are the most widely used memory device in computing
applications.  However, DRAMs operate at relatively slow speeds.  Those
applications that require high speed have typically used static random access
memories ("SRAMs") to improve memory access and retrieval speed.  The large
memory cell size of the SRAM makes it significantly more expensive than the
DRAM.

To alleviate the problems with DRAMs and SRAMs, alternate DRAM architectures
have been developed that interleave several memory banks.  These products are
called synchronous DRAM ("SDRAM"), fast cycle DRAM ("FCRAM"), reduced latency
DRAM ("RLDRAM") and Rambus DRAM ("RDRAM").  Other DRAMs, such as extended
data output ("EDO") and burst EDO, use pipelining of data.  These alternate
DRAMs do not improve the basic access or retrieval speed of the DRAM but
instead only improve peak bandwidth.  Most high-performance systems require
combinations of small amounts of SRAM to "cache" data transfers and high
bandwidth DRAM architectures to fill the cache quickly.  Even with these
techniques, the larger size of today's software operating systems and
applications and the frequent context changes required by multitasking create
a bottleneck limited by the DRAM access and retrieval speed.

                                   Page-12
<PAGE>
Drawing upon the best features of DRAM and SRAM, the Company uses, its
patented, direct mapped registers to combine very fast DRAM cores and SRAM
architectures on the same chip.  Testing of Enhanced DRAM-based systems by
EMS's customers has shown system performance improvements up to 2.0 times
over similar systems with DRAM or DRAM plus SRAM cache.  The Company's
patented, integrated solutions have the following benefits:

Reduced Latency.  Ability to get data from memory to processor faster.

Sustained Bandwidth.  Ability to deliver memory data continuously to the
processor faster.

Lower Cost.  For SRAM applications EMS's products provide significantly lower
cost due to the use of DRAM cell structures.

Increased Density.  EMS provides ESRAM products with 2x the density of SRAM
offerings.

Lower Power.  EMS's products use less power than comparable SRAM solutions,
resulting in a lower operating cost and less heat generation.

To address the access and retrieval speed limitations of DRAMs and the high
costs associated with high-speed SRAMs, the Company developed a group of
4-megabit EDRAM and 72-megabit ESRAM products.

The Company's wholly owned subsidiary, Mushkin Inc. markets and sells high-
performance DRAM memory products.  Mushkin is a supplier of high-performance
DRAM memory modules built using components secured through many of the
world's leading DRAM suppliers, such as Samsung and Infineon.  Mushkin sells
its modules through direct and retail channels to personal computer system
OEMs and end users of personal computer systems.  During 2002, 2001 and 2000,
the Company sold $16.3 million, $11.5 million and $6.7 million, respectively,
of Mushkin products.

Enhanced-DRAM Strategy

Target replacement of SRAM.  The Enhanced-DRAM product strategy has been to
provide SRAM performance with DRAM density in products at significantly
lower pricing than SRAMs. Because of the Company's historical success in
penetrating conventional SRAM markets, the ESRAM product line is being
developed with products defined through cooperative agreements with Cypress
Semiconductor and Hewlett Packard.

Target replacement of DRAM.  A secondary strategy is to provide a significant
performance upgrade option for industry standard DRAMs in the same memory
module socket.  This strategy targets the high-performance segments
(communications, RAID disk control and embedded processing systems)
of the main memory marketplace.  EMS strives to serve the highest performance
segments of these markets while maintaining higher margins than commodity
DRAMs.  This strategy allows the business to achieve the production volumes
necessary to operate an efficient DRAM business while maximizing profit
margins in served markets.

                                   Page-13
<PAGE>
Provide leading edge PC memory solutions.  Mushkin's product line targets
high performance needs in the commodity, main memory market.  While the
majority of the main memory market is satisfied with current standard memory
performance, a growing segment of the market desires more from their memory
solution.  These more aggressive users include both OEMs and end users.  The
Company's participation in these markets is primarily through its Mushkin
subsidiary, whose memory module component suppliers include many of the
leading DRAM manufacturers.  The Mushkin products are positioned to provide
sizable performance advantages over standard solutions at slightly increased
cost and are sold through a combination of direct, retail and e-commerce
sales.

Leverage intellectual property and technology.  EMS continues to utilize its
proprietary intellectual property and technology available through its
agreement with Infineon to develop, market, and sell high performance ESRAM
products.  The Company's ESRAM products are currently being developed
through product development partnerships with Cypress Semiconductor and
Hewlett Packard.  Enhanced-DRAM products may also be developed through
advantageous partnerships.

Retain quality manufacturing capabilities.  EMS produces its products through
its strategic alliance and foundry arrangement with Infineon as its sole
foundry.  This approach avoids the high capital costs associated with DRAM
manufacturing that would have otherwise been incurred if the Company had
chosen to manufacture these products with Company-provided resources.

Leverage Infineon's DRAM process technology.  EMS plans to leverage its
access to Infineon's state of the art process technology through customer
funded product design programs with Infineon.  By designing products for
Infineon on their new process technologies EMS will acquire critical
knowledge of the DRAM design requirements needed to support the design and
manufacture of future EMS products.

Continue to patent new technologies.  Recognizing the important role
intellectual property plays in the semiconductor industry, EMS product
architectures are protected by worldwide intellectual property rights.  The
Company has 50 EMS patents issued worldwide, including 41 U.S. patents and 9
foreign patents.  Currently, 13 EMS patents are pending, including 9 U.S.
patents and 4 foreign patents.

                        CUSTOMERS, SALES AND MARKETING

Current FRAM Markets and Customers.   The current market for FRAM products
most resembles the markets for EEPROM and BBSRAM products.  Ramtron sells
products into the metering and data collection sector in applications such as
utility meters, office equipment applications such as laser printers and
copiers, set-top boxes and RAID controllers; the automotive sector in
applications such as instrument clusters, airbag controllers, restraint
systems and telematic and entertainment systems; and the low power sector in
applications such as cordless telephone handsets and global positioning

                                   Page-14
<PAGE>
system receivers.  Significant customers for the Company's products include
ENEL Distribuzione SpA, a leading Italian utility company, Siemens VDO, Ampy
Automaton, Ademco, Ricoh, Xerox, Canon, Mastsushita, Static Controls,
Actaris-Schlumberger and Holley Group.  Customers of our products or license
and development partners that represented greater than 10% of total revenue
in 2002 included  ENEL Distribuzione SpA and Texas Instruments.  Ramtron
expects to make improvements in reducing FRAM product manufacturing costs and
expand its manufacturing capacity with strategic partners to further
penetrate existing markets and to develop new markets, customers and
technology standards.

Current Enhanced-DRAM Markets and Customers.  The Company's Enhanced-DRAM
technology has been demonstrated to provide a performance advantage and
a cost effective memory solution for a variety of the highest performance
system applications including accelerator boards, multiprocessor systems,
disk controllers, embedded computer modules, communication bridge/routers and
3-D graphic systems.  Very limited quantities of these products will be
shipped in 2003 as the Company's 4-megabit products have reached end-of-life.
Significant customers include Bus-Tech and Blue Wave Systems.  Also, EMS is
currently involved in new product development programs with Cypress
Semiconductor and Hewlett Packard for products known as Enhanced-SRAM.  If
successfully completed, these product development programs will allow EMS to
generate product sales revenue increases during the second half of 2003. The
Company currently has engineering samples and pre-production quantities of
these products available.  In addition to Cypress Semiconductor and Hewlett
Packard, EMS will also market these products to other customers who require
cost effective high performance memory solutions.

Mushkin Inc. markets and sells its high-performance DRAM memory products
through direct sales and e-commerce sales to personal computer system OEMs
and end users of personal computer systems.  Significant customers include
Fry's Electronics, Kingston Technology, United Technology and Axiom
Technology.  During 2002, approximately 31% of Mushkin sales were e-commerce
sales, while 69% were through direct and retail sales channels.

Export product sales as a percentage of total product sales were 47%, 29%,
and 26% for the years 2002, 2001 and 2000, respectively.

As is typical in the semiconductor industry, FRAM and EMS products can
require lengthy "design-in" cycles for customer applications and extensive
application engineering support.  Ramtron's internal application experts
support customer design-in activities.  Such support is an important element
of the Company's sales and marketing efforts.

Sales Channels.  Ramtron markets memory products through manufacturers
representatives and industrial distributors who are supported by directly
employed sales managers with regional responsibility.  Such marketing
activity is conducted in major markets around the world.  Customers are
distributed regionally, in size, and in end-use industry.  The Company
anticipates using existing channels for the future sales and distribution of
products.

                                   Page-15
<PAGE>
We maintain 21 full-time sales and marketing personnel in the United States
and an additional 5 employees in Japan, Hong Kong and Europe.  Ramtron has
distribution and/or representation relationships with 35 companies world-
wide, with an emphasis in North America, Europe, Japan and Asia.

                                    BACKLOG

The rate of booking new orders varies from month to month and depends on
scheduling practices of individual customers.  Cyclical industry conditions
make it difficult for many customers to enter into long-term, fixed-price
contracts.  Orders are typically entered into under the condition that the
terms may be adjusted to reflect market conditions at the delivery date.  For
the foregoing reasons and because of the possibility of customer changes in
delivery schedules or cancellations of orders without significant penalty,
the Company does not believe that its backlog as of any particular date is
firm or that it is a reliable indicator of actual sales for any succeeding
period.

                                  MANUFACTURING

Ramtron is a fabless semiconductor manufacturer.  The Company's manufacturing
strategy is to develop and design new products internally and through co-
development alliances, for production by third-party manufacturers.
Ramtron's agreements with third-party manufacturers are intended to enable
the Company to avoid the large capital expenditures that otherwise would be
required to manufacture FRAM products and Enhanced-DRAM products in
commercial volumes.  Under the fabless business strategy, Ramtron will
continue to be dependent on other manufacturers for the manufacture of FRAM
and Enhanced-DRAM products.

FRAM Manufacturing.  Ramtron has entered into arrangements with Fujitsu,
Rohm, Toshiba, Hitachi, Infineon and Texas Instruments for the development
and/or manufacture of FRAM products.  Ramtron has also entered into licensing
arrangements with Samsung and NEC for the Company's ferroelectric technology,
which do not include a manufacturing agreement.  The Company completed its
transition to a fabless manufacturing strategy for FRAM products in 1999.
Commercial production of FRAM products at Ramtron's Colorado Springs facility
ceased at the end of the first quarter in 1999.

Currently, Fujitsu is the sole supplier of FRAM products to the Company.  The
Company and Fujitsu entered into a contract manufacturing agreement, whereby
Fujitsu agreed to supply the Company's FRAM products through at least
October 31, 2005.  Any changes in Fujitsu's ability to manufacture the
Company's FRAM products could have a material adverse effect on the Company's
business.

The Company has not yet negotiated foundry supply agreements with Hitachi,
Toshiba, Infineon or Texas Instruments, but such companies are contractually
bound to enter into such agreements upon fulfillment of certain conditions,
primarily, the achievement of commercial manufacturing capabilities.  There
is no assurance, however, that the Company's alliance foundry partners will
achieve commercial manufacturing capability in a timeframe sufficient to meet
the Company's capacity requirements, or at all.

                                   Page-16
<PAGE>
Enhanced-DRAM Manufacturing.  EMS is currently dependent upon Infineon for
supply of its Enhanced-DRAM products.  EMS builds its Enhanced-DRAMs on
Infineon's standard, proven manufacturing lines to which no process changes
are required.

In January 2000, Infineon acquired 20% ownership in EMS, the Company's
formerly wholly owned subsidiary, which conducts the Company's Enhanced-DRAM
business, in consideration for up to $200 million per year of committed wafer
manufacturing capacity using Infineon's advanced DRAM and embedded DRAM
process capabilities and access to Infineon's design technologies.  The
agreement, as amended, has a term of ten years. Infineon does not have any
rights to the Company's EDRAM or ESRAM technology, however, the agreement
provides EMS with access to the results of Infineon's integrated circuit
research and development efforts.  As the sole supplier of EMS' Enhanced-DRAM
products, any change in Infineon's ability to manufacture EMS' products could
have a material adverse effect on the Company's business.

Additionally, EMS has a license arrangement with NEC Corporation for
Enhanced-DRAM technology, which does not include a manufacturing agreement.

Mushkin Inc. secures DRAM component parts from leading DRAM manufacturers and
subcontracts, to third parties in the U.S., its memory module assembly and
test operations.

Under the fabless business strategy the Company will continue to be dependent
on other manufacturers for the manufacture of FRAM and Enhanced-DRAM
products.  The Company's business may be adversely affected by the
unavailability of an individual foundry partner's capacity from time to time.
The Company believes that the raw materials and services required for the
manufacture of its products at its manufacturing foundry partners are readily
available.

As is customary in the semiconductor industry, Ramtron and its third-party
manufacturers subcontract with foreign companies to assemble and test
finished products.  Manufacturing services performed by such third parties
are conducted in accordance with processes designed by Ramtron or the
third-party manufacturers and are implemented under the supervision of
Ramtron's product engineers or such third-party manufacturers. Such
subcontracted functions offer significant economic benefits, however, they
also introduce substantial risks.  The Company expects to receive lower
priority from such subcontractors than do larger firms as a result of the
Company's initial limited volume of production.  In addition, the Company is
exposed to all of the risks associated with using foreign subcontractors.
The Company maintains an active effort to manage these subcontracted
operations and to minimize any associated risks.

                         RESEARCH AND DEVELOPMENT

Development of additional FRAM and Enhanced-DRAM technologies and products
and the associated design development and manufacturing processes will
require Ramtron to continue making significant additional investments in
research and development.  Current research and development activities are
focused on expanding the Company's product offerings of both the FRAM and
Enhanced-DRAM business segments.  In addition, the Company continues limited
investment in ferroelectric materials and process technology development.

                                   Page-17
<PAGE>
During 1999, Ramtron entered into a co-development agreement with Fujitsu to
pursue an advanced FRAM manufacturing process.  The agreement called for
Ramtron and Fujitsu to develop a 0.35-micron FRAM manufacturing process in
the Company's Colorado Springs facility.  Fujitsu provided development
program funding over a two-year period and several pieces of wafer
fabrication equipment to be used in the development program.  This program
was successfully completed during the fourth quarter of 2000 and Fujitsu is
currently integrating this process technology into its manufacturing facility
in Iwate, Japan.

Ramtron entered into a FRAM technology license and development agreement with
Texas Instruments in August 2001.  Under this agreement Ramtron receives
license and development fees for a license to the Company's ferroelectric
random access memory technology and technical development services.  Ramtron
and Texas Instruments are working together to create, evaluate and
demonstrate low-voltage, nonvolatile embedded FRAM technology.

Approximately 47 of the Company's employees are engaged in research and
development.  In addition, manufacturing personnel were involved in research
and development through efforts to increase the manufacturing yields of our
products.  Total research and development expenditures were approximately
$12.1 million in 2002, $16.7 million in 2001 and $13.4 million in 2000,
including customer-sponsored research and development expenditures of
approximately $2.1 million in 2002, $2.4 million in 2001 and $5.4 million in
2000.

                                 COMPETITION

The semiconductor memory industry is intensely competitive.  Both the
Company's FRAM and Enhanced-DRAM products experience intense competition from
numerous domestic and foreign companies.  Ramtron may be at a disadvantage in
competing with many of these competitors who have significantly greater
financial, technical, manufacturing and marketing resources, as well as more
diverse product lines that can provide cash flows counter cyclical to
fluctuations in semiconductor memory operations.  In addition, the Company's
foundry partners are not prohibited from selling products that compete
directly with the Company's products.

FRAM PRODUCTS.  Ramtron considers its FRAM products to be competitive with
existing nonvolatile memory products such as EEPROM, BBSRAM and Nonvolatile
RAM products in low-density applications.  Although nonvolatile Flash memory
products are important in the high-density memory product market, Ramtron's
products do not currently compete in that market.  Both low-density and high-
density nonvolatile memory products are manufactured and marketed by major
corporations possessing worldwide wafer manufacturing and integrated circuit
production facilities such as ST-Microelectronics, Fairchild and by
specialized product companies, including Maxim Integrated Products, Atmel,
Xicor, and Rohm.

                                   Page-18
<PAGE>
Using the Company's FRAM technology, Ramtron introduces product performance
as a competitive factor, which has varying importance depending on the
customer and the application. Currently, Ramtron's FRAM manufacturing costs
are higher than those for conventional competing technologies resulting in a
price premium for FRAM products that, for example, compete directly with
EEPROM products.  The Company is, therefore, seeking a strategy of targeting
applications where the FRAM technology advantages may offset higher product
prices.  One result of this strategy is a smaller market in which FRAM
products can be sold.  The Company will continue to emphasize FRAM product
benefits while the Company and its manufacturing partners work to reduce the
cost of production.

ENHANCED-DRAM PRODUCTS.  DRAM products are manufactured by numerous
companies, including major corporations possessing worldwide wafer
manufacturing and integrated circuit production facilities.  Because the
Company's Enhanced-DRAM products have certain higher performance
characteristics than standard DRAM products, the Company considers only high-
speed "specialty" DRAM products, such as high performance SDRAM, RDRAM,
RLDRAM, FCRAM and fast SRAM, manufactured by companies such as Mitsubishi
Electric Corporation, Rambus (through licensees), NEC Corporation, Fujitsu,
Infineon, Toshiba, Micron Technology, Inc. and Monolithic System Technology,
Inc., to be competitive with its Enhanced-DRAM products.  The Company also
considers its EDRAM and ESRAM products to be competitive in certain
applications with SRAM products, which are manufactured by major
corporations, including Alliance Semiconductor Corporation, Cypress
Semiconductor, Integrated Device Technology, Inc., Motorola, Inc., Hitachi,
ST-Microelectronics, Toshiba, Fujitsu, Samsung, Infineon, Hyundai Electronics
Industries Co. Ltd., and Micron Technology, Inc.

Since the competition in this market is based on industry standard products
with multiple sources, the basis for competition is price, availability,
customer relationships and customer service.  Ramtron faces intense
competition based on these factors.

Ramtron's licensees may market products, which compete with the FRAM and
Enhanced-DRAM products.  Most of the Company's strategic alliance partners
have the right to manufacture and sell FRAM or Enhanced-DRAM products for
their own account.  For example, as part of the Company's agreements with
Hitachi, Rohm, Toshiba, Fujitsu, Samsung, Infineon, NEC and Texas Instruments
Ramtron granted each of those companies a non-exclusive license to FRAM
technology and know-how, which includes the right to manufacture and sell
products using FRAM technology.  Cypress Semiconductor and NEC were each
granted a limited license to the Company's Enhanced-DRAM product technology.
Most of these license agreements provide for the continuation of the licensed
rights to Ramtron's FRAM or Enhanced-DRAM technology and know-how after
expiration or termination of the agreements on a royalty-bearing or
royalty-free basis.

                                   Page-19
<PAGE>
To the extent that any of our products achieve market acceptance, there can
be no assurance that competitors will not be able to develop and offer
competitive products or implement pricing strategies for FRAM and Enhanced-
DRAM products that could adversely affect the Company's business and
operating results.  The Company's ability to compete successfully depends on
its ability to develop low-cost volume production, permitting its products to
be sold at a price that is both competitive and profitable, and on its
ability to design products that successfully address customer requirements.
Ramtron's success also depends on factors beyond its control, including the
rate at which customers incorporate the Company's products into their own
products, the success of the Company's customers in selling their products,
the success of the protection of Ramtron's intellectual property, the success
of competitors' products and general market and economic conditions.  Many
companies are researching and developing semiconductor memory technologies
and product configurations that could reduce or eliminate any future
competitive advantages of the Company's products.  There can be no assurance
that the Company's FRAM or Enhanced-DRAM technology will not be supplanted in
the future by competing technology or that the Company will have the
technical capability or financial resources to be competitive in the
semiconductor industry with respect to the design, development or manufacture
of either FRAM or Enhanced-DRAM products.

                           ENVIRONMENTAL COMPLIANCE

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in the Company's manufacturing and
research and development processes.  The Company believes that it has taken
all necessary steps to ensure that its activities comply with all applicable
environmental rules and regulations.  While the Company's operations have not
been materially impacted by the cost of environmental compliance, there can
be no assurance that changes in such environmental rules and regulations will
not require additional investments in capital equipment and compliance
programs in the future.  Any failure by the Company to comply with such
environmental rules and regulations regarding the discharge of hazardous
substances could subject it to substantial liabilities or could adversely
affect its manufacturing operations.

                        PATENTS AND PROPRIETARY RIGHTS

The Company relies heavily on its patents and trade secrets as a defense
against competitors introducing infringing products that will compete with
the Company's FRAM and Enhanced-DRAM products and the royalty-bearing
products of the Company's licensees.  Although the Company intends to enforce
its patents and trade secrets aggressively, there can be no assurance that
such protection will be available or be enforceable in any particular
instance or that the Company will have the financial resources necessary to
adequately enforce its patent and trade secret rights, and the unavailability
or unenforceability of such protection or the inability to enforce adequately
such rights could materially adversely affect the Company's business and
operating results.  See "Item 3. Legal Proceeding."  The Company's strategic

                                   Page-20
<PAGE>
alliance partners, have access to the Company's proprietary FRAM technology
and know-how and have the right, on a royalty-paying or royalty-free basis,
to manufacture and sell ferroelectric products.  The Company does not license
from others any material right covering its ferroelectric technology and does
not believe its technology infringes any known patents.  The Company has,
however, entered into a cross-license agreement with Symetrix Corporation
("Symetrix") for the possible use by the Company and certain of its licensees
through sublicense rights for ferroelectric technology that may have been
developed by Symetrix.  The Company is aware, because others have obtained
patents covering numerous semiconductor designs or processes, that the
Company operates in a competitive environment in which it would not be
unlikely for a third party to claim that certain of the Company's present or
future products may infringe the patents or rights of such third parties.  If
any such infringements exist or arise in the future, the Company may be
exposed to liability for damages and may need to obtain licenses relating to
third-party technology incorporated into the Company's products.  The
Company's inability to obtain such licenses on acceptable terms or the
occurrence of related litigation could have a material adverse affect on the
Company.  See "Item 3. Legal Proceeding."  The Company has been granted
patents it believes are fundamental in covering the basic architecture and
method of operation of its Enhanced-DRAM products, and the Company has other
patents and patent applications involving its Enhanced-DRAM technology
pending.

The Company holds 144 unexpired United States patents covering certain
aspects of its products and technology.  Such patents will expire at various
times between November 2004 and December 2020.  Three of these patents
involving FRAM technology are owned jointly by Ramtron and Seiko Epson and 10
involving DRAM technology are owned jointly by Ramtron and Nippon Steel.  The
Company has applied for 31 additional United States patents covering certain
aspects of its products and technology.  The Company has also taken steps to
apply for foreign patents on its products and technology.  The Company holds
38 unexpired foreign patents and has 24 foreign patent applications pending.
A number of the pending foreign patents will, upon issuance, be jointly owned
by the Company and either Seiko Epson, Nippon Steel or Fujitsu.

In addition to prosecuting patent infringement, the Company protects its
proprietary technology through a trade secret program that involves
restricting access to confidential documents and information and obtaining
written confidentiality agreements with all vendors, visitors and technical
employees.

The Company believes its inventions are of fundamental importance to its
ferroelectric and Enhanced-DRAM technology and that patents that have been
issued, or allowed but not yet issued, will provide protection against
unauthorized use of the Company's inventions.  There is evidence that other
companies are seeking to develop and patent technology similar to the
Company's technologies.  Furthermore, other companies may seek to reverse
engineer the Company's products.

                                   Page-21
<PAGE>
                       EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, and certain information about them,
are as follows:

Name                   Age   Position(s)
----                   ---   -----------

William W. Staunton    55    Director, Chief Executive Officer
Greg B. Jones          55    Director, President-Technology Group
LuAnn D. Hanson        43    Chief Financial Officer, Vice President of
                             Finance and Corporate Secretary

Mr. Staunton joined the Company as a Director and the Company's Chief
Executive Officer in December 2000.  Prior to joining the Company,
Mr. Staunton served as Chief Operating Officer of Maxwell Technologies, a
company which designs and manufactures multi-chip modules and board products
for commercial satellite applications, from March 1999 until December 2000.
Mr. Staunton was Executive Vice President of Valor Electronics Inc. from
April 1996 until April 1999.  Valor Electronics designs and manufactures
magnetic filter products for use in local area networks and communications
products.  His experience also includes serving as Vice President at Applied
Micro Circuits Corp from December 1987 until March 1996.  Mr. Staunton holds
a Bachelors of Science degree in Electrical Engineering from Utah State
University.

Mr. Jones is currently a Director and the Company's President - Technology
Group.  He joined the Company in January 1995, as Ramtron's Chief of
Administration.  In February 1995, Mr. Jones became a Director and the
Company's President and Chief Operating Officer.  Prior to joining Ramtron,
Mr. Jones was Marketing Director at Concord Services, Inc. from November 1993
until January 1995.  From August 1990 until November 1993, Mr. Jones served
as Director of Vertical Reactors at ASM America, Inc.  Prior to his work with
ASM America, Inc., Mr. Jones held a variety of management positions in sales,
marketing, corporate planning and project management.  He holds a Bachelor of
Science degree in Engineering from the U.S. Naval Academy, Annapolis and a
Master of Science degree in Management Sciences from Stanford University.

Ms. Hanson joined the Company in September 1993 as Assistant Controller.  In
April 1995 she was named Controller and served in that capacity until January
1999 when she was named Vice President of Finance and Corporate Controller.
In February 2000, Ms. Hanson was named Chief Financial Officer and Vice
President of Finance.  Ms. Hanson is a certified public accountant and has
over 21 years of professional finance experience including 17 years of
semiconductor industry experience.  Before joining the Company, Ms. Hanson
held various positions at Carniero, Chumney & Co., certified public
accountants, and various positions in accounting with United Technologies
Microelectronics Center.  Ms. Hanson attended the University of Northern Iowa
earning a Bachelor of Arts degree in Accounting and a Master of Business
Administration degree in Finance and Accounting from Regis University.

                                   Page-22
<PAGE>
                                EMPLOYEES

The Company has 116 employees, including 15 in management and administration,
47 in research and development, 28 in manufacturing and 26 in marketing and
sales.  The Company's ability to attract and retain qualified personnel is
essential to its continued success.  The majority of the Company's employees
have been granted options to purchase common stock pursuant to either the
Company's Amended and Restated 1986 Stock Option Plan, the 1989 Non-statutory
Stock Option Plan, the 1995 Stock Option Plan, as amended, or the 1999 Stock
Option Plan.  None of the Company's employees are represented by a collective
bargaining agreement, nor has the Company ever experienced any work stoppage.
None of the Company's employees other than William W. Staunton, the Company's
Chief Executive Officer; Greg B. Jones, the Company's President-Technology
Group; and LuAnn D. Hanson, the Company's Chief Financial Officer and Vice
President of Finance, have an employment agreement with the Company, and none
of the Company's employees has a post-employment non-competition agreement
with the Company.  The Company believes that its employee relations are good.

                                 OTHER EVENTS

On March 31, 2003, the Company signed an agreement with Wells Fargo Business
Credit, Inc. to provide a secured $3.0 million revolving line of credit.  The
credit facility provides for interest at a floating rate equal to the prime
lending rate plus .50% per annum and a term of 3 years.  Security for the
credit facility includes the Company's non-European accounts receivable and
inventories.

Item 2.   PROPERTIES

The Company owns a 69,000-square foot building in Colorado Springs, Colorado,
which serves as its principal executive offices and as a research and
development facility.  The facility has a small Class 10 semiconductor clean
room that currently is used in ferroelectric research and development
activities related to advanced FRAM manufacturing process and materials
development.  The Company believes that its existing facilities are adequate
for its needs in the foreseeable future.

Item 3.   LEGAL PROCEEDING

PATENT INTERFERENCE PROCEEDING.  A patent interference proceeding, which was
declared in 1991 in the United States Patent and Trademark Office (the
"Patent Office") between the Company, National Semiconductor Corporation
("National") and the Department of the Navy in regard to one of the Company's
issued United States patents, is continuing.  The patent involved covers a
basic ferroelectric memory cell design invention the Company believes is of
fundamental importance to its FRAM business in the United States.  An
interference is declared in the Patent Office when two or more parties each
claim to have made the same invention.  The interference proceeding is
therefore conducted to determine which party is entitled to the patent rights
covering the invention.  In the present interference contest, the Company is

                                   Page-23
<PAGE>
the "senior" party, which means that it is in possession of the issued
United States Patent and retains all rights associated with such patent.  The
other two parties involved in the interference are the "junior" parties, and
each has the burden of proof of convincing the Patent Office by a
preponderance of the evidence that it was the first to invent the subject
matter of the invention and thus is entitled to the corresponding patent
rights.  Only the Company and National filed briefs in this matter.  Oral
arguments were presented before the Patent Office on March 1, 1996.

The Patent Office decided the interference on May 6, 1997, holding that all
of the claims were patentable to National, one of the "junior" parties.  The
other "junior" party, the Department of the Navy, was not granted any patent
claims pursuant to the interference proceedings.  On June 20, 1997, the
Company filed a Request for Reconsideration with the Patent Office concerning
the interference decision.  Pursuant to the Request for Reconsideration, the
Company requested that five separate issues be reconsidered because, from the
Company's perspective, they were either ignored or misconstrued in the
original decision.  A decision on the Request for Reconsideration was issued
on November 19, 1998, again holding that all of the claims were patentable to
National.  On January 9, 1999, the Company appealed the decision of the
Patent Office on one of the interference counts directly to the Court of
Appeals for the Federal Circuit.  On February 2, 2000, the Court of Appeals
vacated and remanded the decision of the Patent Office for further
proceedings.  The Company also filed complaints in Federal District Court
seeking a review of the decision of the Patent Office on the remaining
interference counts.  The Company remains in possession of the issued United
States Patent and retains all rights associated with such patent while it
pursues its appeal options.  The "junior" party has received no rights
associated with this patent decision and will not receive any such rights as
long as the appeal process continues.  Under a Patent Office decision on
August 13, 2001, the Company was found to be the first to invent, however,
the Patent Office concluded that the enablement and best-mode requirements
for patent issuance had not been met by the Company.

In October 2001, both the Company and National filed a Request for
Reconsideration with the Patent Office.  In November 2002, the Patent
Office informed the Company and National that it will not change its August
2001 decision.  In December 2002, the Company appealed this decision to the
District Court of the District of Columbia.

If the Company's patent rights that are the subject of the interference
proceeding are ultimately lost or significantly compromised, the Company
would be precluded from producing FRAM products in the United States using
the Company's existing design architecture, absent being able to obtain a
suitable license to exploit such rights.  If such patent rights are
ultimately awarded to National, and if a license to such rights is not
subsequently entered into by the Company with National, National could use
the patent to prevent the manufacture, use or sale by the Company, and/or its
licensees, within the United States of any products that come within the
scope of such patent rights, which would include all FRAM products as

                                   Page-24
<PAGE>
currently designed, and which would materially adversely affect the Company.
The Company has vigorously defended its patent rights in this interference
contest and will continue such efforts.  The Company is uncertain as to the
ultimate outcome of the interference proceeding, as well as to the resulting
effects upon the Company's financial position or results of operations.

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

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2002.

PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
          MATTERS

The Company's common stock trades on the National Market tier of The
Nasdaq Stock Market under the symbol "RMTR."  The following table sets forth
the 2002 and 2001 ranges of the high and low closing sales prices for the
common stock as reported on The Nasdaq Stock Market.

                                                      High         Low
                                                     ------       ------
2002
----
First Quarter  . . . . . . . . . . . . . . . . . .   $4.74        $2.75
Second Quarter . . . . . . . . . . . . . . . . . .   $3.87        $1.70
Third Quarter  . . . . . . . . . . . . . . . . . .   $3.54        $1.80
Fourth Quarter . . . . . . . . . . . . . . . . . .   $4.38        $1.82

2001
----
First Quarter  . . . . . . . . . . . . . . . . . .   $8.88        $3.63
Second Quarter . . . . . . . . . . . . . . . . . .   $5.25        $2.42
Third Quarter  . . . . . . . . . . . . . . . . . .   $3.18        $1.48
Fourth Quarter . . . . . . . . . . . . . . . . . .   $5.07        $1.36

The prices set forth above reflect transactions in the over-the-counter
market at inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.  On
March 25, 2003, the last reported sale of the Company's common stock was
$1.85 per share.  As of March 25, 2003, there were approximately 2,271 record
holders of the Company's common stock.

DIVIDEND POLICY

The Company has not paid any dividends since its inception and does not
intend to pay any cash dividends in the foreseeable future.  The Company
intends to retain any earnings to finance its operations.

                                   Page-25
<PAGE>
The following table summarizes information as of December 31, 2002, relating
to equity compensation plans of the Company pursuant to which common stock is
authorized for issuance:

                     Equity Compensation Plan Information

                    Number of
                   securities            Weighted-
                     to be                average
                   issued upon           exercise             Number of
                   exercise of           price of             securities
                   outstanding          outstanding       remaining available
                    options,             options,         for future issuance
                  warrants and         warrants and           under equity
Plan category        rights               rights           compensation plans
-------------     ------------         ------------       -------------------
Equity
compensation
plans approved
by security
holders             4,034,320              $6.78                946,977

Equity
compensation
plans not
approved by
security
holders(1)            506,904              $4.53                    327
                    ---------              -----                -------
Total               4,541,224              $6.53                947,304
                    =========              =====                =======
-----------

(1)  On August 17, 1999, the Board of Directors of the Company adopted the
     1999 Stock Option Plan under which a total of 700,000 shares of the
     Company's Common Stock were authorized for issuance pursuant to the
     exercise of stock options granted there under.  The exercise price of
     all non-qualified stock options must be equal to at least 95% of the
     fair market value of the common stock on the date of grant and the
     maximum term of each grant is ten years.  Options granted become
     exercisable in full or in installments pursuant to the terms of each
     grant.  Directors and officers of the Company are not eligible to
     participate in the 1999 Plan.

                                   Page-26
<PAGE>
Item 6.   SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with, and
are qualified in their entirety by, the consolidated financial statements and
related notes thereto and "Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations" included herein.

                                      Year Ended December 31,
                             2002      2001      2000      1999      1998
                           --------  --------  --------  --------  --------
                               (in thousands, except per share data)

Revenue                    $50,545   $22,856   $26,079   $24,871   $18,554
Gross margin, product
   sales                    12,275     2,835(1)  6,263     3,992(2)  7,158(3)
Operating loss              (1,031)  (20,970)  (12,925)   (5,825)  (12,985)
Net loss applicable to
  common shares             (1,923)  (33,151)  (14,497)   (2,035)  (19,141)
Net loss per share - basic
  and diluted                (0.09)    (1.57)    (0.88)    (0.16)    (2.23)

Working capital             11,502     4,112     6,943     7,285     5,246
Total assets                40,942    35,819    38,362    29,380    33,347
Total long-term debt         5,175        --     6,314     5,766        --
Redeemable preferred stock      --     1,078       920       914        --
Stockholders' equity        20,154    19,039    21,501    13,323    17,062
Cash dividends per
  common share(4)               --        --        --        --        --

-----------------
(1)  Includes provision for inventory write-off of $912,000.

(2)  Includes provision for inventory write-off of $1.2 million.

(3)  Excludes loss on manufacturing contract of $1.2 million.

(4)  The Company has not declared any cash dividends on its common stock and
     does not expect to pay any such dividends in the foreseeable future.

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

OVERVIEW

The following discussion and analysis is intended to provide greater details
of the results of operations and financial condition of the Company.  The
following discussion should be read in conjunction with the information under
"Item 6.  Selected Financial Data" and the Company's consolidated financial
statements and notes thereto and other financial data included elsewhere
herein.  Certain statements under this caption constitute "forward-looking

                                   Page-27
<PAGE>
statements" under the Reform Act which are subject to certain risks and
uncertainties.  These may be identified by the use of forward-looking words
or phrases such as "believe," "expect," "intend," "anticipate," "should,"
"planned," "estimated," and "potential," among others.  The Company's actual
results may differ significantly from the results discussed in such forward-
looking statements.  Factors that might cause such a difference include but
are not limited to: (i) the timely completion of the development and
qualification for manufacturing of the Company's new Enhanced-DRAM and FRAM
products; (ii) broader customer acceptance of its EDRAM and ESRAM products
and FRAM products; (iii) the Company's ability to manufacture its products on
a cost-effective and timely basis at its alliance foundry partners; (iv) the
Company's ability to perform under existing alliance and joint development
agreements and to develop new alliance and foundry relationships; (v) the
Company's ability to introduce timely new technologies and products and
market acceptance of such technologies and products; (vi) the success of the
Company's on-going cost-reduction efforts; (vii)the timing and availability
of manufacturing resources provided by the Company's manufacturing and
alliance partners for the production of our products; (viii) the alliance
partners' willingness to continue development activities as they relate to
their license agreements with the Company; (ix) the availability and related
cost of future financing; (x) the retention of key personnel; (xi) the
outcome of the Company's patent interference litigation proceedings; (xii)
factors not directly related to the Company, such as competitive pressures on
pricing, marketing conditions in general, competition, technological
progression, product obsolescence and the changing needs of potential
customers and the semiconductor industry in general; and (xiii) global
economic and political conditions related to on-going military actions
against terrorism.  For additional information concerning these and other
factors, see "Expected Future Results of Operations" in this Item 7.

Since its inception, the Company has been primarily engaged in the research
and development of ferroelectric technology and the design, development and
commercialization of FRAM products and Enhanced-DRAM products. Revenue has
been derived from the sale of the Company's FRAM and Enhanced-DRAM products
beginning in 1992.  The Company has also generated revenue under license and
development agreements entered into with a limited number of established
semiconductor manufacturers and involving the development of specific
applications of the Company's technologies. Accordingly, fluctuations in the
Company's revenue have resulted primarily from the timing of significant
product orders, the timing of the signing of license and development
agreements, and the achievement of related performance milestones.

For 2002, 2001 and 2000, FRAM product sales represented approximately 55%,
26% and 22% of total product sales revenue, respectively, EMS product sales
accounted for 4%, 7% and 42%, respectively, while Mushkin product sales
represented 41%, 67% and 36% for the same periods.  During these periods,
product sales revenue accounted for approximately 80%, 75% and 70%,
respectively, of total revenue, the remainder of which were generated
principally from license and development fees, royalties and customer-
sponsored research and development revenue.  As a result of the Company's
limited revenue as compared to its substantial ongoing product research and
development costs and high manufacturing costs for certain of its products,
the Company has incurred losses on a consolidated basis in each fiscal year
since its inception and has required substantial capital infusions in the
form of debt and equity financing.

                                   Page-28
<PAGE>
The Company has entered into development and/or licensing arrangements with
several major semiconductor manufacturers, namely Hitachi, Rohm, Toshiba,
Fujitsu, Cypress Semiconductor, Hewlett Packard, Infineon and Texas
Instruments, to advance the development of both its FRAM products and
Enhanced-DRAM products and to provide the Company with access to advanced
semiconductor manufacturing processes and capacity for such products.  The
Company has also entered into license agreements with Samsung and NEC,
although such arrangements do not include any development activities between
the Company and the licensee or the availability of manufacturing capacity to
the Company.  In March 1999, the Company entered into a two year joint
development agreement with Fujitsu to pursue the development of advanced FRAM
manufacturing processes.  This agreement provided the Company with research
and development funding and wafer fabrication processing equipment supplied
by Fujitsu and was successfully completed during the fourth quarter of 2000.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002 AS COMPARED TO
2001

REVENUE.  Total revenue for 2002 increased $27.7 million, or 121% from 2001.

Revenue from product sales increased $23.1 million, or 134%, from 2001.  FRAM
product revenue for 2002 increased $17.7 million to $22.2 million, from 2001.
Increased FRAM product revenue is primarily attributable to increased
shipments into the Ampy/ENEL utility meter program as this program moved to
full production.  During 2002, approximately 75% of FRAM product revenue was
attributable to the Ampy/ENEL program.

Product revenue at our Mushkin business unit for 2002 was $16.3 million, an
increase of $4.8 million, or 42%, as compared to 2001.  Increases in Mushkin
product revenue is primarily attributable to progress in penetrating larger
accounts through the addition of direct sales staff.

EMS product revenue for 2002 increased $614,000, as compared to 2001.  Low
product sales volume is the result of the Company's 4-megabit product line
reaching end-of-life.  The Company is no longer manufacturing its
4-megabit product and sold substantially all of its remaining inventories of
these products during 2002.

License and development fees for 2002 were $6.8 million, as compared to $2.7
million for 2001.  This increase is primarily related to a FRAM licensing and
technology development program with Texas Instruments, Inc. that began in
July 2001.

The Company recognized royalty revenue of $398,000 in 2002.  In 2001,
$295,000 of royalty revenue was recognized.  Such royalty income was
primarily attributable to FRAM licensing agreements with existing licensees.

                                   Page-29
<PAGE>
The Company recognizes royalty revenue when our technology licensees
sell products which include our technology to their customers.  The timing
and amounts of future royalties are uncertain and there is no guarantee that
our licensees will be successful in selling products that incorporate our
technology on which royalties will be payable.

Customer-sponsored research and development revenue for 2002 increased
$365,000 to $3.0 million as compared to the same period in 2001.  This
increase resulted primarily from EMS' product development programs with
Cypress Semiconductor, Hewlett Packard and Infineon.  The amount of
customer sponsored research and development revenue recognized during a given
period is dependent on the specific programs the Company is working on, the
development stage of each program, the costs incurred during the period and
the amount of work remaining to complete the program.  For 2002, profit
related to customer funded research and development revenue totaled
$927,000 as compared to $206,000 during 2001.  This improvement is primarily
attributable to a reduction in the estimated costs to complete our product
development contract with Hewlett Packard and may not be representative of
profit margins on customer funded research and development revenue to be
recognized in future periods.

COST OF SALES. Overall cost of product sales as a percentage of product
revenue during 2002 decreased from 84% to approximately 70% as compared with
2001.  Cost of sales associated with the Company's FRAM products decreased
from 91% in 2001, to approximately 57% in 2002.  FRAM cost of sales declined
as the Company improved manufacturing yields, shipped a more economical
version of the product used in the Ampy/ENEL metering program and realized
cost reductions at the Company's subcontract manufacturers.  During 2001 the
Company recorded expenses of $450,000 for excess and obsolete FRAM
inventories which are included in cost of product sales.  Excluding this
charge, FRAM cost of product sales as a percentage of revenue in 2001 was
81%.  EMS's cost of product sales for 2002 decreased to 59% from 89% in 2001.
EMS 2001 cost of product sales included $462,000 of inventory write-downs of
excess and obsolete inventories.  Excluding this charge EMS cost of product
sales as a percentage of product revenue in 2001 was 49%.  Cost of sales as a
percentage of product revenue at our Mushkin subsidiary increased to 88% in
2002 as compared to 80% in 2001.  This increase is the result of sustained
price decreases in the DRAM industry during the last year.

RESEARCH AND DEVELOPMENT.  Combined research and development expenses for the
year 2002 decreased $4.6 million to $12.1 million, a decrease of 28% as
compared with the same period in 2001.  This decrease is primarily due to
decreased contract design support services, photo mask and wafer costs for
the development of new Enhanced-DRAM products, and an increased allocation of
engineering resources to manufacturing activities.

                                   Page-30
<PAGE>
SALES, GENERAL AND ADMINISTRATIVE EXPENSES.  Sales, general and
administrative expenses for 2002 decreased $1.3 million to $11.5 million, a
decrease of 10% as compared to the same period in 2001.  This decrease is
primarily attributable to new accounting standards that eliminated the
amortization of goodwill beginning January 1, 2002.  During 2002 and 2001,
the Company recorded $0 and $1.5 million, respectively, of goodwill
amortization.

STOCK-BASED COMPENSATION.  During 2001, the Company recognized $0 of
non-cash expenses for stock-based compensation as compared to $202,000 in
2001.  In September 1999, certain officers of the Company were granted
options to purchase common stock of the Company at $2.25 per share (the
closing price on the date of grant), subject to stockholder approval to amend
the Company's 1995 Stock Option Plan. These options vested 50% on March 31,
2000 and 50% on March 31, 2001.  The Company's shareholders approved the
amendment to the 1995 Plan on December 22, 1999.  On that date, the intrinsic
value of the options of $2,578,000 was recorded as deferred compensation.
During the first quarter of 2001 the Company recognized the remaining
compensation expense of $202,000.  All stock based compensation charges are
allocable to sales, general and administrative expenses.

INTEREST EXPENSE, RELATED PARTY.  Related party interest expense in 2002
decreased $874,000, to $308,000, primarily due to the November 2002
retirement of the Company's credit facility with the National Electrical
Benefit Fund.  Related party interest expense in 2002 results from interest
charges related to a convertible debenture issued to Infineon in March 2002.

INTEREST EXPENSE, OTHER.  Other interest expense increased $524,000 in 2002
primarily due to interest expense related to the convertible debentures
issued to Halifax Fund, L.P. and Bramwell Capital Corporation on April 1,
2002.

MINORITY INTEREST IN SUBSIDIARY.  Minority interest in losses of the
Company's EMS subsidiary of approximately $267,000 were recognized in 2001 as
compared to $0 in 2002.  The minority interest reflects Infineon's share of
EMS losses for 2001.

LOSS ON DISPOSITION OF MARKETABLE EQUITY SECURITIES.  During 2001, the
Company sold 443,488 shares of Infineon common stock owned by the Company,
consisting of all of the shares obtained through the share purchase agreement
with Infineon dated December 14, 2000. During 2001, the Company recorded a
loss of $11.4 million on the disposition and impairment of these securities.
No such losses occurred in 2002.

NET LOSS APPLICABLE TO COMMON SHARES.  During 2002, combined preferred stock
dividends, and accretion of redeemable preferred stock decreased by $67,000
to $96,000.  This decrease is attributable to the maturity and redemption of
all of the remaining redeemable preferred stock on July 31, 2002.

                                   Page-31
<PAGE>
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001 AS COMPARED TO
2000

REVENUE.  Total revenue for 2001 decreased $3.2 million, or 12%, from 2000.

Revenue from product sales decreased $1.0 million, or 6%, for 2001, as
compared to 2000.  FRAM product revenue for 2001 increased $553,000 to
$4.5 million, an increase of 14%, as compared to 2000.  This increase is
attributable in part to a wider product portfolio.  During 2001, the Company
introduced seven new FRAM products.  At the end of 2001, the FRAM product
portfolio contained seventeen products in multiple package configurations
serving both 3-volt and 5-volt product applications and density ranges of
4-kilobit to 256-kilobit.

Product revenue from the Company's EMS subsidiary decreased $6.4 million for
2001, to $1.2 million, a decrease of 85% as compared to 2000.  The decrease
in EMS product sales is primarily attributable to a substantial decline in
4-megabit product sales as this product line approached end-of-life.  The
Company is no longer manufacturing its 4-megabit product.

During 2001, the Company's Mushkin subsidiary, which was acquired in June
2000, generated $11.5 million in product revenue.  Mushkin's product revenue
during the six months of Ramtron ownership in 2000 was $6.7 million.  During
2001, Mushkin experienced a significant increase in unit sales at the same
time it was experiencing severe declines in average selling prices consistent
with world-wide trends in DRAM memory markets.

The Company recognized $2.7 million in license and development fee revenue
during 2001 as compared to $2.0 million in 2000.  License and development fee
revenue in 2001 resulted from license and development partner agreements the
Company entered into with Texas Instruments and NEC during 2001.  License and
development partner revenue in 2000 resulted from the achievement of
contractual milestones in existing licensee and development partner
agreements.

During 2001, the Company recognized royalty revenue related to FRAM license
and development partner agreements of $295,000 compared with $188,000
recorded in 2000.

Customer-sponsored research and development revenue for 2001 decreased by
$3.0 million to $2.6 million, a decrease of 53% as compared to 2000.  During
2000, the Company was engaged with Fujitsu for the purpose of developing a
0.35 micron advanced FRAM manufacturing process, which generated revenue of
$4.0 million.  The Fujitsu program was successfully completed in the fourth
quarter of 2000.  In addition, the Company recognized customer-sponsored
research and development revenue in 2001 and 2000 from product development
agreements with Cypress Semiconductor and Hewlett Packard for the
development of next generation Enhanced-DRAM products.

                                   Page-32
<PAGE>
During 2001, quarterly revenue was $3.5 million, $3.4 million, $7.5 million
and $8.5 million for the first, second, third and fourth quarters,
respectively.  Significant increases in revenue during the third and fourth
quarters as compared to the first and second quarters are the result of
increased product sales from our FRAM and Mushkin business units and
increased license and development fee revenue related to engaging with Texas
Instruments on a technology license and development agreement during the
third quarter.  Our FRAM business unit product revenue increased as a result
of a wider product portfolio and the initial shipments into the Ampy metering
program.  Product sales at our Mushkin business unit increased during the
second half of 2001 as a result of adding sales personnel to facilitate
direct customer sales, expanding our sales channels beyond internet sales.

COST OF SALES.  Overall cost of product sales as a percentage of product
revenue during 2001 increased from 66% to approximately 84% as compared with
2000.  Cost of sales associated with the Company's FRAM products increased to
91% in 2001 compared to 74% in 2000. This increase is primarily attributable
to high production costs for initial deliveries of product into the Ampy/ENEL
metering program, a major customer program to replace 27 million utility
meters in Italy.  The pre-production phase of this program was completed in
2001 with the production ramp beginning in the first quarter of 2002.  A
design revision to reduce costs is complete and production wafers are
currently being manufactured.  The Company expects to consume the remaining
high cost units and begin delivery of the lower cost parts during the first
quarter of 2002.  During 2001 the Company also recorded expenses of $450,000
for excess and obsolete inventories which are included in cost of product
sales.  Excluding this charge, FRAM cost of product sales as a percentage of
revenue was 81%  EMS cost of product sales as a percentage of product revenue
increased to 89% from 49% in 2000 as a result of inventory write-downs of
excess and obsolete inventories totaling approximately $462,000.  Excluding
this charge EMS cost of product sales as a percentage of product revenue was
49%.  Mushkin cost of product sales as a percentage of product revenue
increased from 77% to 80% when compared to 2000.  The increase in Mushkin's
cost of product sales as a percentage of product revenue is principally due
to decreases in the average selling prices per megabit of memory, due to
extreme pricing pressure in world-wide commodity DRAM markets during 2001.

During 2001, the Company experienced increases in the costs of sales as a
percentage of product revenue for its FRAM, EMS and Mushkin business
units.  Quarterly increases in FRAM cost of sales as a percentage of product
revenue is primarily attributable to high production costs for initial
deliveries of product into the Ampy metering program.  During the fourth
quarter EMS cost of sales increased substantially as a percentage of product
revenue due to a charge for excess and obsolete inventories.  Our
Mushkin business unit also experienced increased cost of sales as a
percentage of product revenue during 2001, primarily because of decreases in
the average selling prices per megabit of memory, due to extreme pricing
pressure in world-wide commodity DRAM markets during 2001.

                                   Page-33
<PAGE>
RESEARCH AND DEVELOPMENT.  During 2001 research and development costs
(including customer-sponsored research and development) increased $3.2
million to $16.6 million as compared to $13.4 million in 2000.  During 2001
and 2000 the Company incurred research and development expenses related to
new product development programs in both the Company's FRAM and Enhanced-DRAM
business units.  Throughout 2000 the Company was engaged in a 0.35 micron
advanced FRAM manufacturing process development program with Fujitsu.  This
development program provided the Company with research and development
funding and wafer fabrication processing equipment supplied by Fujitsu and
was successfully completed in the fourth quarter of 2000.  Funding to Ramtron
in 2000 from this agreement totaled $4.0 million.

SALES, GENERAL AND ADMINISTRATIVE.  Sales, general and administrative
("SG&A") expenses (including stock-based compensation) for 2001 decreased
$801,000 to $12.8 million, a decrease of 6% as compared to 2000.  This
decrease is primarily attributable to a reduction of stock-based compensation
(see "Stock-Based Compensation" below) of $2.0 million.  This decrease is
offset by incremental general and administrative costs and goodwill
amortization related to the Company's Mushkin subsidiary, which was acquired
in June 2000.  Mushkin selling, general and administrative expenses for 2001
were $3.5 million, including $1.3 million related to goodwill amortization.
During 2000 Mushkin's selling, general and administrative expenses were $1.4
million, including $700,000 related to goodwill amortization.  Increases in
SG&A expenses related to our Mushkin subsidiary are offset by reductions in
consulting fees, foreign withholding tax payments on licensing revenue and
sales commissions to outside sales representatives as EMS product revenue
declined year over year.

STOCK-BASED COMPENSATION.  During 2001, the Company recognized $202,000 of
non-cash expenses for stock-based compensation as compared to $2.2 million in
2000.  In September 1999, certain officers of the Company were granted
options to purchase common stock of the Company at $2.25 per share (the
closing price on the date of grant), subject to stockholder approval to amend
the Company's 1995 Stock Option Plan. These options vested 50% on March 31,
2000 and 50% on March 31, 2001.  The Company's shareholders approved the
amendment to the 1995 Plan on December 22, 1999.  On that date, the intrinsic
value of the options of $2,578,000 was recorded as deferred compensation.
During the first quarter of 2001 the Company recognized the remaining
compensation expense of $202,000.  All stock based compensation charges are
allocable to sales, general and administrative expenses.

INTEREST EXPENSE.  Related party interest expense in 2001 increased $21,000,
totaling $1.2 million, and was primarily related to non-cash amortization of
a note payable discount for the valuation of stock warrants issued in
connection with the amendment of the Company's credit facility with the
National Electrical Benefit Fund.

                                   Page-34
<PAGE>
MINORITY INTEREST IN SUBSIDIARY.  Minority interest in losses of the
Company's EMS subsidiary of approximately $267,000 was recognized in 2001 as
compared to $706,000 in 2000.  The minority interest reflects Infineon's
share of EMS losses for 2001 and 2000.  Minority interest in net losses of
EMS were not recorded after March 31, 2001, due to the minority interest
balance being reduced to zero on that date.

LOSS ON DISPOSITION OF MARKETABLE EQUITY SECURITIES.  During 2001, the
Company sold 443,488 shares of Infineon common stock the Company held,
consisting of all of the shares obtained through the share purchase agreement
with Infineon dated December 14, 2000.  The Company received proceeds of $8.6
million from these sales.  During 2001, the Company recorded a loss of $11.4
million on the disposition and impairment of these securities.  Loss on sales
and impairments were $11.9 million in the third quarter 2001 and a gain on
sales of $563,000 in the fourth quarter 2001.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE.  In December 1999, the Securities and
Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue
Recognition" ("SAB No. 101"), which provides guidance on the recognition,
presentation and disclosure of revenue in financial statements.  As a result,
effective January 1, 2000, the Company changed its method of recognizing
revenue on certain payments resulting from technology licensing activities.
In prior years the Company recognized non-refundable technology license
agreement payments when billed in accordance with contractual arrangements.
In accordance with SAB No. 101's guidance, the Company now recognizes revenue
related to technology licensing agreements over the licensing and/or royalty
bearing period.  The effect of this change in revenue recognition was
to increase income before the cumulative effect of the accounting change by
approximately $135,000 or $0.01 per share in 2001 and $150,000 or $0.01 per
share in 2000.  The cumulative effect of retroactively applying this change
in accounting principle to periods prior to 2000 resulted in a one-time non-
cash charge of $1.5 million and is included in net loss for the year ended
December 31, 2000.

NET LOSS APPLICABLE TO COMMON SHARES.  During 2001, combined preferred stock
dividends, and accretion of redeemable preferred stock increased by $40,000
to $163,000.  This increase is attributable to a 2% increase in the dividend
rate as a result of the Company's election to pay required dividends in the
Company's preferred stock instead of cash.

EXPECTED FUTURE RESULTS OF OPERATIONS

The Company's ability to significantly increase product sales and achieve
profitability will depend on several factors, including: (i) the completion
of the development and qualification for manufacturing of new FRAM products;
(ii) the completion of the development and qualification for manufacturing of
the Company's new Enhanced-DRAM products; (iii) participation the in
Ampy/ENEL utility meter program throughout the life of such program; (iv)
wider customer acceptance of its FRAM and Enhanced-DRAM products; (v) market
acceptance and adoption of our customer's products; (vi) market acceptance of

                                   Page-35
<PAGE>
new FRAM and Enhanced-DRAM products which may be developed; (vii) the
Company's ability to manufacture its products on a cost-effective and timely
basis through alliance foundry operations and third-party foundry sources;
(viii) the availability and related cost of future financing; (ix) factors
not directly related to the Company, including market conditions,
competition, technological progression, product obsolescence and the changing
needs of potential customers and the semiconductor industry in general; (x)
memory market conditions and competitive forces which may negatively impact
average selling prices of the Company's products; (xi) negative trends in
the global economy, and (xii) political conditions related to on-going
military actions against terrorism.

The Company is continuing its efforts to improve and increase commercial
production and sales of its FRAM and Enhanced-DRAM products, decrease the
cost of producing such products and develop and commercialize new FRAM and
Enhanced-DRAM products.  The Company expects revenue will continue to be
sporadic in the foreseeable future until the Company's products gain wider
market acceptance, milestones under existing customer-sponsored product
development programs are achieved, new customer-sponsored research and
development programs are entered into, new license arrangements are entered
into and milestones under the Company's existing and any new license and
development agreements are achieved.

Product revenue growth in 2003 will be highly dependent upon product sales to
one or more key customers.  In June 2000, the Company entered into a five
year volume purchase agreement with Ampy Automaton Digilog, Ltd. for the
primary purpose of supplying approximately 27 million units of FRAM product
over a 3 to 4 year period for a  utility meter replacement program at ENEL
SpA, a leading supplier of power in Italy. Ramtron will also supply FRAM
product to Ampy for use in other meters it builds.  The agreement includes
pricing provisions, purchase order placement, reschedule and order
cancellation provisions.  There are no order quantity or schedule guarantees.
During 2002 the Company supplied approximately 8 million units into the
production phase of this program and expects this program to represent a
significant portion of the Company's 2003 FRAM product revenue.  The
Company's EMS business unit has been engaged with Cypress Semiconductor and
Hewlett Packard to develop ESRAM products.  The Company's ESRAM products will
be available for sale in 2003 and will be the primary source of product
revenue for EMS.  Hewlett Packard is expected to use the ESRAM in a new line
of server products and is expected to be the primary customer for the ESRAM
products during 2003.  Any delay in the production ramp of these programs
could significantly reduce revenue growth below current expectations for
2003.

To gain access to advanced CMOS manufacturing processes and facilities,
Ramtron has entered into manufacturing alliances and licensing agreements for
FRAM products with companies having or constructing advanced memory products
manufacturing capability, including Rohm, Hitachi, Toshiba, Fujitsu, Infineon
and Texas Instruments.  Since the purchase or construction of an advanced
manufacturing facility capable of mass producing memory devices would require
a capital outlay well beyond the Company's current capital resources, the
Company believes that the most suitable alternative is this strategic-

                                   Page-36
<PAGE>
alliance approach, which the Company believes will enable it to develop,
manufacture and sell FRAM products more rapidly and cost effectively than any
other available alternative.  Ramtron's intention is to utilize current and
future alliance relationships as foundry sources for FRAM products in order
to provide the Company with low-cost, high-volume, high-quality FRAM products
for resale to customers.

Currently, the Company's FRAM products are being manufactured under a foundry
supply agreement with Fujitsu.  From 1998 through August 2001 certain FRAM
products were manufactured at Rohm.  The Company has not yet negotiated
foundry supply agreements with Hitachi, Toshiba, Infineon or Texas
Instruments, but such companies are contractually bound to enter into such
agreements upon fulfillment of certain conditions, primarily, the achievement
of commercial manufacturing capabilities.  There is no assurance, however,
that the Company's alliance foundry partners will achieve commercial
manufacturing capability in a timeframe sufficient to meet the Company's
capacity requirements, or at all.

Currently, the Company's Enhanced-DRAM products are being manufactured under
a foundry agreement with Infineon that extends through January 2010.  This
agreement allows the Company access to Infineon's most advanced DRAM
processing technologies while avoiding the high capital costs associated with
operating a DRAM manufacturing facility that would have otherwise been
incurred by the Company if it had chosen to manufacture these products with
Company-provided resources.

As a result of industry wide oversupply of semiconductor memory products,
significant price decreases within the industry have occurred during the past
several years.  Historically, the semiconductor memory industry has
experienced declining average selling prices, and the Company believes these
declines will continue to affect the Company.  Accordingly, the Company's
ability to increase revenue and margins on its products depends on the
Company's ability to increase unit sales volumes and to introduce new
products with higher margins or further reduce its manufacturing costs to
offset the declines in average selling prices.  Absent these actions,
declining average selling prices would have an adverse effect on the
Company's gross profit margins and the overall financial performance of the
Company.  There can be no assurance that the Company will be able to increase
unit sales volumes, introduce new, higher margin products or reduce its
manufacturing costs in the future.

In addition, the Company periodically writes-down its inventory for estimated
obsolescence or lack of marketability.  During 2002, 2001 and 2000, the
Company recorded charges of $258,000, $912,000 and $195,000, respectively,
for such losses.  There can be no assurance that the Company will not record
write-downs for obsolescence or lack of marketability in future periods.
Such write-downs, if material, could have an adverse effect on the Company's
results of operations and financial position.

                                   Page-37
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Since its inception, because revenue generated from operations and licensing
has been insufficient to fund operations, the Company has depended for
funding principally on its ability to raise equity capital through private
placements of stock and lines of credit.

In 1995, the Company entered into a loan facility, bearing interest at 12%,
with the National Electrical Benefit Fund (the "Fund"), an investment fund
established for the purpose of providing retirement and related benefits to
employees in the electrical contracting and related industries.  During 1999,
the Company and the Fund agreed to amend the terms of the credit facility
extending the maturity date to March 15, 2002, decreasing the interest rate
to 8% and requiring the Company maintain certain financial ratios, as defined
in the loan document.  In July 2001, the note was again amended to extend the
maturity date to July 12, 2002.  The Company's borrowings under the Fund's
credit facility totaled approximately $7.0 million.  On August 22, 2001, the
Company exercised the prepayment provision of the note by notifying the Fund
of the Company's intention to prepay the balance due no later than January 2,
2002.  On November 9, 2001, the Fund elected to accept payment in lieu of a
conversion to the Company's common stock.  All principal and accrued interest
due, totaling approximately $7.1 million, was paid to the Fund on
November 15, 2001.

The Company raised funds through the private placement of preferred and
common stock in 1993, 1997, 1998 and 1999.  Also, the Company and Infineon
entered into a share purchase agreement dated December 14, 2000 pursuant to
which Infineon agreed to invest approximately $30 million in the Company, $10
million in cash and $20 million in Infineon common stock (443,488 shares), in
exchange for 4,430,005 shares of the Company's common stock.  The initial
closing occurred February 2, 2001, providing the Company with $10 million in
exchange for 1,476,668 shares of common stock.  The final closing was
completed on March 30, 2001, providing the Company 443,488 Infineon shares.
All 443,488 Infineon shares were sold by the Company during 2002, generating
approximately $8.6 million in cash.

On March 2002, the Company issued $8.0 million of 5 year, 5% fixed rate,
convertible debentures to Infineon, Halifax Fund, managed by The Palladin
Group, L.P. and Bramwell Capital Corporation, managed by Cavallo Capital.
The debentures are convertible into the Company's common stock at a fixed
conversion price of $3.77, which is equal to the five-day volume weighted
average price ("VWAP") of the Company's common stock prior to the transaction
signing.  The Company may force conversion of the debenture after 18 months,
provided the VWAP of the Company's common stock is at least 200% of the
conversion price for 20 or more of 30 consecutive trading days.  The
debenture is secured by a Deed of Trust on the Company's headquarters
facility in Colorado Springs, Colorado and certain accounts receivable.  In
addition, 700,435, 5-year common stock warrants were issued to the investors
at an exercise price of $4.28 per share.

                                   Page-38
<PAGE>
The debenture agreement requires the Company to meet certain financial
covenants.  For 2003, those covenants include: (1) capital expenditures
not to exceed 3% of gross revenue from sales; (2) EBITDA Earnings of $750,000
for each six month period ending June 30, 2003, September 30, 2003 and
December 31, 2003; and (3) EBITDA Earnings for any fiscal quarter in 2003
not to exceed negative $500,000.

Cash and cash equivalents decreased by $37,000 in 2002 to $3.2 million.
Cash flow used for operations decreased from $15.0 million in 2001 to
$5.0 million in 2002.  Cash generated by operating income, after non-cash
charges was $752,000 in 2002 compared to a use of cash of $16.5 million in
2001.  Additionally, working capital requirements increased approximately
$7.2 million as compared to 2001, primarily due to growth in accounts
receivable and inventories to support a 134% growth in product sales during
2002.

Accounts receivable increased $3.7 million in 2002 from $5.2 million at the
end of 2001 as a result of increased product revenue in the fourth quarter of
2002 as compared to product revenue in 2001 and $2.6 million in accounts
receivable from third quarter 2002 shipments to a subcontract manufacturer on
the Ampy/ENEL program who has delayed payment to the Company.  During the
first quarter of 2003 the Company collected approximately 56% of the
outstanding balance due from this customer.  Based on the subsequent payments
and other information available to management, the Company believes the
remaining balance will ultimately be collected and, as such, no reserves have
been recorded related to this outstanding balance.  The amount the Company
will ultimately receive in future payments from this customer could differ
materially from the amounts recorded as of December 31, 2002 and could
require additional charges for uncollectible accounts receivable.

Inventories increased by 20% in 2002 from $7.5 million at the end of 2001 to
$9.0 million at the end of 2002.  This increase is due to a fourth quarter
slow-down in shipments into the Ampy/ENEL program as ENEL depleted some
excess inventories.  The Company expects to deplete the increased inventory
quantities during the first 4 or 5 months of 2003.

Accounts payable and accrued liabilities increased on a year-over-year
basis from $4.9 million at the end of 2001 to $7.1 million at the end of
2002.  This increase is primarily attributable to increased FRAM inventory
purchases in the fourth quarter of 2002 as compared to the same period in
2001.

Deferred revenue decreased $2.8 million from $10.8 million at the end of 2001
to $8.0 million at the end of 2002.  This decrease is primarily related to
earning previously deferred revenue related to the Texas Instruments
licensing and technology development agreements the Company entered into
during 2001.  Additionally, the Company recorded $1.5 million of deferred
revenue related to a FRAM technology license milestone payment from an
existing licensee.  Deferred revenue related to this milestone will be
amortized into revenue over the 9 year remaining life of such technology
license.

                                   Page-39
<PAGE>
Cash used in investing activities was $1.2 million in 2002, compared to
$7.6 million of cash generated by investing activities in 2001.  In 2001, the
Company generated approximately $8.6 million from the sale of 443,488 shares
of Infineon common stock.  Capital expenditures were $706,000 in 2002
compared to $433,000 in 2001.  Expenditures for intellectual property
remained relatively flat at $527,000 in 2002 and $558,000 in 2001.

Cash provided by financing activities was $6.2 million in 2002.  The Company
generated net proceeds of approximately $7.2 million from the sale of
convertible debentures to Infineon, Halifax Fund, L.P. and Bramwell Capital
Corporation pursuant to a share purchase agreement dated March 14, 2002.  The
Company used $1.2 million to redeem the remaining outstanding convertible
preferred stock on July 31, 2002, its maturity date.   In 2001, net cash
provided by financing activities was $3.4 million, which was raised from the
issuance of $10.0 million common stock to Infineon and offset by the
repayment of a $7.0 million note payable to the National Electrical Benefit
Fund.

Equipment and plant expenditures are expected to be minimal during 2003.

The Company has incurred net losses from operations since inception.  The
Company's ability to achieve profitable operations is subject to significant
risks and uncertainties including, but not limited to, success in raising
additional financing to fund operations, achieving forecasted revenue growth,
maintaining gross profit margins and entering into additional license and
research and development arrangements.  There is no guarantee that the
Company will be successful in addressing such risks.

The Company's current business plan contemplates revenue growth in 2003 due
to increasing market penetration of the Company's FRAM products and the
introduction of new Enhanced-DRAM products.

In addition, the Company obtained a $3 million line of credit with Wells
Fargo in March 2003 that is secured by certain accounts receivable and the
Company's inventories (see Note 18 to the consolidated financial statements).
The Company believes these factors, along with cash on hand as of
December 31, 2002, will be sufficient to fund its operations at least through
December 31, 2003.

In view of the Company's expected future working capital requirements in
connection with the design, manufacturing and sale of its FRAM and Enhanced-
DRAM products, the Company's projected continuing research and development
expenditures, other projected operating expenditures and the results of
pending patent litigation, the Company may be required to seek additional
equity or debt financing.  There is no assurance, however, that the Company
will be able to obtain such financing on terms acceptable to the Company, or
at all.  Any issuance of common or preferred stock to obtain additional
funding would result in further dilution of existing stockholders' interests
in Ramtron.  The inability to obtain additional financing when needed would
have a material adverse effect on our business, financial condition and
operating results and could adversely affect the Company's ability to
continue business operations.

                                   Page-40
<PAGE>
CONTRACTUAL COMMITMENTS.  For more information on the Company's contractual
obligations on operating leases and contractual commitments, see Notes 5 and
6 of the Notes to Consolidated Financial Statements.  At December 31, 2002,
the Company's commitments under these obligations were as follows (in
thousands):

                Operating        NEBF         Convertible
                 Leases     Consulting Fee*    Debenture    Total
                 ------     ---------------   -----------   ------

   2003          $  987            $ 80         $   --     $ 1,067
   2004             745              80             --         825
   2005              19              80             --          99
   2006              15              80             --          95
   2007              --              80          8,000       8,080
                 ------           -----         ------     -------
     Total       $1,766            $400         $8,000     $10,166
                 ======           =====         ======     =======

* These consulting fees are required to be paid to NEBF as long as NEBF owns
at least 5% of the outstanding shares of the Company.

The Company's EMS subsidiary has entered into an agreement with its
subcontract assembly and test supplier.  If the committed volume of 500,000
units under this agreement are not manufactured by the end of 2003, EMS may
be liable for $1.00 per unit for the volume shortfall.

LEGAL MATTERS.  The Company is currently involved in a patent interference
proceeding (see Item 3 - "Patent Interference Proceeding" and Note 15 in the
2002 consolidated financial statements).  If the Company is ultimately
unsuccessful in these proceedings, there would be no retroactive cash payment
requirements from the Company to the junior party as a result of such an
adverse decision.  While the Company cannot accurately estimate the financial
effects of such a result, the Company believes that it could, depending on
when a final non-appealable judgment is ultimately rendered, materially
adversely affect the Company's FRAM product business and operating results
and, thus, have a materially adverse effect on the Company's financial
condition as a whole.

CRITICAL ACCOUNTING POLICIES.  The Company's discussion and analysis of its
financial condition and results of operations are based upon its consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires the Company to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, the Company evaluates its estimates, including those related
to bad debts, inventories, long-lived assets, income taxes, and contingencies
and litigation.  The Company bases its estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
from other sources.  Actual results may differ from these estimates under
different assumptions or conditions.

                                   Page-41
<PAGE>
REVENUE RECOGNITION.  Revenue from product sales to direct customers is
recognized upon shipment as the Company generally does not have any post-
shipment obligations or allow for any acceptance provisions.  The Company
defers recognition of sales to distributors that are given rights of return
and price protection by the Company until the distributors have resold the
products.  The Company records the cash received on these sales prior to the
distributor reselling the product as deferred revenue.

Revenue from licensing programs is recognized over the period the Company is
required to provide services under the terms of the agreement.  Revenue from
research and development activities that are funded by customers are
recognized as the services are performed, generally, as contractual
milestones are met.  In situations where the Company licenses its technology
and also provides development assistance, the Company records the total
proceeds to be received as revenue over the longer licensing period.

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

SIGNIFICANT POLICIES AFFECTED BY JUDGMENTS AND ESTIMATES.  The Company
believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its
consolidated financial statements.

The Company records license and customer sponsored research and development
revenue on arrangements entered into with customers.  The revenue recorded by
the Company in each reporting period is dependent upon estimates regarding
the cost of projects and the achievement of milestones.  Changes in estimates
regarding these matters could result in revisions to the amount of revenue
recognized on these arrangements.

While the Company maintains a stringent credit approval process, significant
judgments are made by management in connection with assessing our customers'
ability to pay at the time of shipment.  Despite this assessment, from time
to time, our customers are unable to meet their payment obligations.  We
continue to monitor our customers' credit worthiness, and use our judgment in
establishing the estimated amounts of customer receivables which will
ultimately not be collected.  A significant change in the liquidity or
financial position of our customers could have a material adverse impact on
the collectibility of our accounts receivable and our future operating
results.

The Company writes down its inventory for estimated obsolescence or lack of
marketability for the difference between the cost of inventory and the
estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be required.

                                   Page-42
<PAGE>
The Company reviews the carrying values of its long-lived assets whenever
events or changes in circumstances indicate that such carrying values may not
be recoverable.  Under current standards, the assets must be carried at
historical cost if the projected cash flows from their use will recover their
carrying amounts on an undiscounted basis and without considering interest.
However, if projected cash flows are less than their carrying value, the
long-lived assets must be reduced to their estimated fair value.
Considerable judgment is required to project such cash flows and, if
required, estimate the fair value of the impaired long-lived asset.  The
estimated future cash flows are based upon, among other things, assumptions
about expected future operating performance and may differ from actual cash
flows.  There can be no assurance that future long-lived asset impairments
will not occur.

Goodwill represents the excess of the purchase price over the fair
value of identifiable net tangible and intangible assets acquired in a
business combination.  Effective January 1, 2002, the Company adopted
Statement of Financial Accounting Standard No. 142, "Goodwill and Other
Intangibles" (SFAS No. 142) and ceased amortization of its goodwill.
Goodwill is required to be tested for impairment annually, or more frequently
if events or changes in circumstances indicate that goodwill may be impaired.
In accordance with SFAS No. 142, the Company performed its transitional
goodwill impairment testing as of January 1, 2002, and performed its annual
goodwill impairment testing as of December 31, 2002, and determined that no
impairments existed at those dates.  This assessment requires estimates of
future revenue, operating results and cash flows, as well as estimates of
critical valuation inputs such as discount rates, terminal values and similar
data.  The Company will continue to perform periodic and annual impairment
analyses of goodwill resulting from its acquisitions.  As a result of future
periodic, at least annual, impairment analyses, impairment charges may be
recorded and may have a material adverse impact on the financial position and
operating results of the Company.  Additionally, the Company may make
strategic business decisions in future periods which impact the fair value of
goodwill, which could result in significant impairment charges.  There can be
no assurance that future goodwill impairments will not occur.

The Company records deferred tax assets and liabilities for the estimated
future tax effects of temporary differences between the tax basis of assets
and liabilities and amounts recorded in the consolidated financial
statements, and for operating loss and tax credit carryforwards.  Realization
of the recorded deferred tax assets is dependent upon the Company generating
sufficient taxable income in the appropriate tax jurisdiction in future years
to obtain benefit from the reversal of net deductible temporary differences
and from tax credit and operating loss carryforwards.  A valuation allowance
is provided to the extent that management deems it more likely than not that
the net deferred tax assets will not be realized.  The amount of deferred tax
assets considered realizable is subject to adjustment in future periods if
estimates of future taxable income are changed.

                                   Page-43
<PAGE>
NEW ACCOUNTING STANDARDS

In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities," (SFAS No. 146).  SFAS No. 146 addresses the recognition,
measurement and reporting of costs that are associated with exit and disposal
activities, including restructuring activities that are currently accounted
for pursuant to the guidance set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity."  SFAS No. 146 will be effective for exit or disposal activities
that are initiated after December 31, 2002, with early application
encouraged.  The Company will adopt SFAS No. 146 on January 1, 2003.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45).  FIN 45 requires a liability
to be recognized at the time a company issues a guarantee for the fair value
of the obligations assumed under certain guarantee agreements.  Additional
disclosures about guarantee agreements are also required in the interim and
annual financial statements, including a roll forward of the entity's product
warranty liabilities.  The provisions for initial recognition and measurement
of guarantee agreements are effective on a prospective basis for guarantees
that are issued or modified after December 31, 2002.  The Company is in the
process of assessing the impact of the recognition provisions of FIN 45 on
its consolidated financial statements.

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN
No. 46").  This interpretation clarifies existing accounting principles
related to the preparation of consolidated financial statements when the
equity investors in an entity do not have the characteristics of a
controlling financial interest or when the equity at risk is not sufficient
for the entity to finance its activities without additional subordinated
financial support from others parties. FIN No. 46 requires a company to
evaluate all existing arrangements to identify situations where a company has
a "variable interest" (commonly evidenced by a guarantee arrangement or other
commitment to provide financial support) in a "variable interest entity"
(commonly a thinly capitalized entity) and further determine when such
variable interests require a company to consolidate the variable interest
entities' financial statements with its own. The Company is required to
perform this assessment by September 30, 2003 and consolidate any variable
interest entities for which it will absorb a majority of the entities'
expected losses or receive a majority of the expected residual gains.
Management has not yet performed this assessment, however it is not aware of
any material variable interest entities that it may be required to
consolidate.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation, Transition and Disclosure" (SFAS No. 148).  SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based compensation.  SFAS No. 148
also requires disclosure of the pro forma effect in interim financial
statements.  The transition and annual disclosure of SFAS No. 148 are
effective for the Company's fiscal year ended December 31, 2002.  The
adoption of SFAS No. 148 did not have a material effect on the Company's
financial statements.

                                   Page-44
<PAGE>
Item 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the financial
positions, results of operations or cash flows of the Company due to adverse
changes in financial and commodity market prices and rates.  The Company is
exposed to market risk in the areas of changes in United States interest
rates and changes in foreign currency exchange rates as measured against the
United States dollar.  These exposures are directly related to its normal
operating activities.  All of the Company's sales are denominated in U.S.
dollars and the Company currently has no derivative financial instruments.

Interest payable on the Company's convertible debentures is fixed at 5% over
the term of the debentures.  As such, changes in interest rates will not
affect future earnings or cash flows.

The Company manages interest rate risk by investing its excess cash in cash
equivalents bearing variable interest rates, which are tied to various market
indices.  The Company does not believe that near-term changes in interest
rates will result in a material effect on future earnings, fair values or
cash flows of the Company.  The net effect of a 10% change in interest rates
on outstanding cash and cash equivalents at December 31, 2002 would have less
than an $100,000 effect on the earnings or cash flows.

The Company has a wholly owned subsidiary located in Japan.  The operating
costs of this subsidiary are denominated in Japanese Yen, thereby creating
exposures to exchange rate variations.  To date, this subsidiary has had only
limited operations and is expected to continue to have limited operations in
the foreseeable future, and, therefore, the Company does not believe any
changes in exchange rates will have a material effect on future earnings,
fair values or cash flows of the Company.  The Company does not believe that
reasonably possible near-term variations in exchange rates will result in a
material effect on future earnings, fair values or cash flows of the Company,
and therefore, the Company has chosen not to enter into foreign currency
hedging instruments.  There can be no assurance that such an approach will be
successful, especially in the event of a significant and sudden change in
Japanese currency valuation.

Average selling prices of the Company's products have not increased
significantly as a result of inflation during the past several years,
primarily due to intense competition within the semiconductor industry.  The
effect of inflation on the Company's costs of production has been minimized
through improvements in production efficiencies.  The Company anticipates
that these factors will continue to minimize the effects of any foreseeable
inflation and other price pressures within the industry and markets in which
the Company participates.

                                   Page-45
<PAGE>
Item  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements:                                               Page
                                                                 ----------
Report of KPMG LLP, Independent Auditors                         F-1 to F-2

Report of Arthur Andersen LLP, Independent Public Accountants    F-3 to F-4

Consolidated Balance Sheets as of December 31, 2002 and 2001        F-5

Consolidated Statements of Operations
for the years ended December 31, 2002, 2001 and 2000                F-6

Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2002, 2001 and 2000             F-7 to F-8

Consolidated Statements of Cash Flows
for the years ended December 31, 2002, 2001 and 2000                F-9

Notes to Consolidated Financial Statements                       F-10 to F-35

Financial Statement Schedules:

Schedule II:  Valuation and Qualifying Accounts                    F-36


                                   Page-46
<PAGE>
INDEPENDENT AUDITORS' REPORT


The Shareholders and Board of Directors of Ramtron International Corporation:

We have audited the accompanying consolidated balance sheet of Ramtron
International Corporation (a Delaware corporation) and subsidiaries as of
December 31, 2002, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended. In
connection with our audit of the 2002 consolidated financial statements, we
also have audited the 2002 financial statement schedule as listed in the
accompanying index.  These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audit.  The
consolidated financial statements of Ramtron International Corporation and
subsidiaries as of December 31, 2001 and for each of the two years in the
period ended December 31, 2001 were audited by other auditors who have ceased
operations.  Those auditors expressed an unqualified opinion on those
consolidated financial statements and financial statement schedule, before
the revision described in Note 17 to the consolidated financial statements,
in their report dated March 18, 2002.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the 2002 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Ramtron
International Corporation and subsidiaries as of December 31, 2002, and the
results of their operations and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States
of America.  Also in our opinion, the related 2002 financial statement
schedule, when considered in relation to the basic 2002 consolidated
financial statements taken as a whole presents fairly, in all material
respects, the information set forth therein.

As discussed in Note 17 to the consolidated financial statements, Ramtron
International Corporation and subsidiaries adopted the provisions of
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets", effective January 1, 2002.

                                    Page F-1
<PAGE>
As discussed above, the consolidated balance sheet of Ramtron International
Corporation and subsidiaries as of December 31, 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows
for the years ended December 31, 2001 and 2000 were audited by other auditors
who have ceased operations.  As described in Note 17, the consolidated
financial statements as of December 31, 2001 and for each of the fiscal years
ended December 31, 2001 and 2000 have been revised to include the
transitional disclosures required by Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, which was adopted by
the Company as of January 1, 2002.  In our opinion, the disclosures for 2001
and 2000 in Note 17 are appropriate.  However, we were not engaged to audit,
review, or apply any procedures to the 2001 and 2000 financial statements of
Ramtron International Corporation other than with respect to such disclosures
and, accordingly, we do not express an opinion or any other form of assurance
on the 2001 and 2000 financial statements taken as a whole.


KPMG LLP


 Denver, Colorado,
   February 7, 2003, except
   as to the last paragraph of note 13 and note 18,
   which are as of March 31, 2003

                                    Page F-2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation (a Delaware corporation) and subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, cash flows and stockholders' equity for each of the three years
in the period ended December 31, 2001.  These financial statements and the
schedule referred to below are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ramtron International
Corporation and subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule listed in the index of
financial statements is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required
to be set forth therein in relation to the basic financial statements taken
as a whole.

As explained in Note 1 to the financial statements, effective January 1,
2000, the Company changed its method of accounting for recognizing revenue on
technology licensing activities.

/S/ Arthur Andersen LLP
Denver, Colorado,
   March 18, 2002.

                                    Page F-3
<PAGE>
The report of Arthur Andersen LLP (Andersen) is a copy of a report previously
issued by Andersen on March 18, 2002.  The report has not been reissued by
Andersen nor has Andersen consented to its inclusion in this Annual Report on
Form 10-K.  The Andersen report refers to the consolidated balance sheet as
of December 31, 2000, and the consolidated statements of operations, cash
flows and stockholders' equity for the year ended December 31, 1999 which are
no longer included in the accompanying financial statements.

                                    Page F-4
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2002 and 2001
                       (in thousands, except share data)
                                 -------------
                                                          2002        2001
                                                        --------    --------
     ASSETS
Current assets:
   Cash and cash equivalents                             $ 3,222     $ 3,259
   Accounts receivable, less allowances
     of $231 and $294, respectively                        8,981       5,224
   Inventories                                             8,952       7,475
   Other current assets                                      232         244
                                                        ---------   ---------
      Total current assets                                21,387      16,202
Property, plant and equipment, net                         4,600       4,941
Goodwill and intangible assets, net                       14,150      14,676
Other assets                                                 805          --
                                                        ---------   ---------
      Total assets                                       $40,942     $35,819
                                                        =========   =========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                      $ 5,960     $ 3,900
   Accrued liabilities                                     1,147       1,038
   Deferred revenue                                        2,778       7,152
                                                        ---------   ---------
      Total current liabilities                            9,885      12,090

Deferred revenue                                           5,175       3,612
Long-term promissory notes net of
   unamortized discount of $2,272                          5,728          --
                                                        ---------   ---------
      Total liabilities                                   20,788      15,702
                                                        ---------   ---------
Commitments and Contingencies (Notes 6 and 15)

Redeemable preferred stock, $.01 par value, 10,000,000
   shares authorized: 0 and 1,092 shares issued and
   outstanding, respectively, entitled to $1,000 per
   share plus accrued and unpaid dividends in liquidation     --       1,078
                                                        ---------   ---------
Stockholders' equity:
   Common stock, $.01 par value, 50,000,000 authorized:
     22,123,768 and 22,081,443 shares issued and
     outstanding, respectively                               221         221
   Additional paid-in capital                            234,517     231,479
   Accumulated deficit                                  (214,584)   (212,661)
                                                        ---------   ---------
      Total stockholders' equity                          20,154      19,039
                                                        ---------   ---------
      Total liabilities and stockholders' equity         $40,942     $35,819
                                                        =========   =========
See accompanying notes to consolidated financial statements.
                                    Page F-5
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              For the years ended December 31, 2002, 2001 and 2000
                    (in thousands, except per share amounts)
                                 -------------
                                                2002       2001       2000
                                              --------   --------   --------
Revenue:
   Product sales                               $40,309   $ 17,213   $ 18,262
   License and development fees                  6,829      2,704      2,000
   Royalties                                       398        295        188
   Customer-sponsored research and development   3,009      2,644      5,629
                                              ---------  ---------  ---------
                                                50,545     22,856     26,079
                                              ---------  ---------  ---------
Costs and expenses:
   Cost of product sales                        28,034     14,378     11,999
   Research and development                      9,977     14,216      8,013
   Customer-sponsored research and development   2,082      2,438      5,397
   Sales, general and administrative
    (exclusive of non-cash compensation
     expense shown below)                       11,483     12,592     11,412
   Stock-based compensation                         --        202      2,183
                                              ---------  ---------  ---------
                                                51,576     43,826     39,004
                                              ---------  ---------  ---------
Operating loss                                  (1,031)   (20,970)   (12,925)
Interest expense, related party                   (308)    (1,182)    (1,161)
Interest expense, other                           (560)       (36)       (16)
Other income, net                                   72        315        522
Minority interest in net loss of subsidiary         --        267        706
Loss on disposition of marketable equity
  securities                                        --    (11,382)        --
                                              ---------  ---------  ---------
Net loss before cumulative effect of
  accounting change                             (1,827)   (32,988)   (12,874)
Cumulative effect of accounting change              --         --     (1,500)
                                              ---------  ---------  ---------
Net loss                                      $ (1,827)  $(32,988)  $(14,374)
                                              =========  =========  =========
Net loss per common share:
   Net loss                                   $ (1,827)  $(32,988)  $(14,374)
   Dividends on redeemable preferred stock         (82)      (139)       (99)
   Accretion of redeemable preferred stock         (14)       (24)       (24)
                                              ---------  ---------  ---------
Net loss applicable to common shares          $ (1,923)  $(33,151)  $(14,497)
                                              =========  =========  =========
Net loss per share - basic and diluted:
  Net loss per share before cumulative effect
     of accounting change                     $  (0.09)  $  (1.57)  $  (0.79)
  Cumulative effect of accounting change            --         --      (0.09)
                                              ---------  ---------  ---------
Net loss per common share                     $  (0.09)  $  (1.57)  $  (0.88)
                                              =========  =========  =========
Weighted average shares outstanding:
  - Basic and diluted                           22,088     21,177     16,542
                                              =========  =========  =========
See accompanying notes to consolidated financial statements.
                                    Page F-6
<PAGE>
<TABLE>
<CAPTION>
                                                           RAMTRON INTERNATIONAL CORPORATION
                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                  For the years ended December 31, 2002, 2001 and 2000
                                                        (in thousands, except par value amounts)
                                                                     --------------
                                        Common Stock                                       Accumulated
                                      ($.01) Par Value             Additional                 Other      Comprehensive   Total
                                      ----------------  Deferred     Paid-in  Accumulated Comprehensive     Income    Stockholders'
                                       Shares  Amount Compensation   Capital    Deficit    Income(Loss)     (Loss)       Equity
                                       ------  ------ ------------ ---------- ----------- ------------- ------------- -------------
<S>                                    <C>     <C>    <C>           <C>        <C>        <C>           <C>           <C>
Balances, December 31, 1999            14,609   $146    $(2,423)    $180,613   $(165,013)    $     --      $     --       $13,323
 Redeemable preferred stock accretion      --     --         --          (24)         --           --            --           (24)
 Redeemable preferred stock
  dividend                                 --     --         --           --         (99)          --            --           (99)
 Conversion of redeemable
  preferred stock                          25     --         --          117          --           --            --           117
 Exercise of options                       80      1         --          186          --           --            --           187
 Exercise of warrants                   1,135     11         --        5,638          --           --            --         5,649
 Conversion of note payable               676      7         --        3,371          --           --            --         3,378
 Amortization of stock based
  compensation                             --     --      2,221          (38)         --           --            --         2,183
 Issuance of common stock
  warrants for services provided           --     --         --          182          --           --            --           182
 Stock issued to acquire Mushkin          952     10         --        9,990          --           --            --        10,000
 Sale of interest in EMS                   --     --         --        1,010          --           --            --         1,010
 Other                                     --     --         --           (7)        (24)          --            --           (31)
 Net loss                                  --     --         --           --     (14,374)          --            --       (14,374)
                  -----------------------------------------------------------------------------------------------------------------
Balances, December 31, 2000            17,477    175       (202)     201,038    (179,510)          --            --        21,501
 Redeemable preferred stock accretion      --     --         --          (24)         --           --            --           (24)
 Redeemable preferred stock
  dividend                                 --     --         --           --        (139)          --            --          (139)
 Exercise of options                      174      2         --          386          --           --            --           388
 Issuance of stock options
  for services provided                    --     --         --          123          --           --            --           123
 Amortization of stock based
  compensation                             --     --        202           --          --           --            --           202
 Sale of stock to Infineon              4,430     44         --       29,956          --           --            --        30,000
 Other                                     --     --         --           --         (24)          --            --           (24)
 Unrealized loss on marketable
  securities                               --     --         --           --          --      (11,382)      (11,382)           --
 Reclassification adjustment for
  losses on marketable securities
  included in net loss                     --     --         --           --          --       11,382        11,382            --
 Net loss                                  --     --         --           --     (32,988)          --       (32,988)      (32,988)
                                                                                                            --------
 Comprehensive loss                        --     --         --           --          --           --      $(32,988)           --
                                                                                                           =========
                                       --------------------------------------------------------------------         ---------------
                                    Page F-7
<PAGE>
Balances, December 31, 2001            22,081    221         --      231,479    (212,661)          --            --        19,039
Redeemable preferred stock accretion       --     --         --          (14)         --           --            --           (14)
 Redeemable preferred stock
  dividend                                 --     --         --           --         (82)          --            --           (82)
 Exercise of options                       43     --         --           93          --           --            --            93
 Issuance of stock options
  for services provided                    --     --         --           78          --           --            --            78
 Debt discount on issuance
  of debentures                            --     --         --        2,673          --           --            --         2,673
Issuance of common stock warrants
  for services provided                    --     --         --          189          --           --            --           189
 Other                                     --     --         --           19         (14)          --            --             5
Net loss                                   --     --         --           --      (1,827)          --            --        (1,827)
                                       --------------------------------------------------------------------------------------------
Balances, December 31, 2002            22,124  $221     $    --     $234,517   $(214,584)          --            --       $20,154
                                       ============================================================================================

See accompanying notes to consolidated financial statements.
</TABLE>
                                    Page F-8
<PAGE>
                       RAMTRON INTERNATIONAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the years ended December 31, 2002, 2001 and 2000
                                (in thousands)
                                --------------
                                                  2002       2001      2000
                                                --------  ---------  --------
Cash flows from operating activities:
   Net loss                                   $ (1,827)  $(32,988)  $(14,374)
   Adjustments used to reconcile net loss to
    net cash used in operating activities:
     Cumulative effect of accounting change          --        --      1,500
     Depreciation and amortization                1,837     3,433      3,146
     Amortization of debt discount                  401       686        548
     Warrants and stock options issued for
       services                                      78       123        182
     Stock based compensation                        --       202      2,183
     Provision for inventory write-off              258       912        195
     Minority interest in subsidiary                 --      (267)      (706)
     Loss on disposition and impairment of
       marketable equity securities                  --    11,382         --
     Loss on abandonment of patents                 263        --         --

   Changes in assets and liabilities:
     Accounts receivable                         (3,757)   (3,514)       465
     Inventories                                 (1,735)   (1,197)    (2,836)
     Accounts payable and accrued liabilities     2,169    (1,533)     1,998
     Accrued interest                                --        --       (230)
     Deferred revenue                            (2,811)    7,875       (777)
     Other                                          159      (126)        51
                                                --------  ---------  --------
       Net cash used in operating activities     (4,965)  (15,012)    (8,655)
                                                --------  ---------  --------
Cash flows from investing activities:
   Cash from acquired subsidiary                     --         --       665
   Purchase of property, plant and equipment       (706)      (433)     (635)
   Expenditures for intellectual property          (527)      (558)     (556)
   Proceeds from sale of investment                  --      8,618        --
                                                --------  ---------  --------
       Net cash provided by (used in)
         investing activities                    (1,233)     7,627      (526)
                                                --------  ---------  --------
Cash flows from financing activities:
   Proceeds from debenture issuance               8,000        --         --
   Convertible debenture issue costs               (758)       --         --
   Payments on note payable, related party           --    (7,000)        --
   Issuance of common stock, net of expenses         93    10,388      5,836
   Redemption of convertible preferred stock     (1,174)       --         --
                                                --------  ---------  --------
       Net cash provided by financing
         activities                               6,161     3,388      5,836
                                                --------  ---------  --------
Net decrease in cash and cash equivalents           (37)   (3,997)    (3,345)

Cash and cash equivalents, beginning of year      3,259     7,256     10,601
                                                --------  ---------  --------
Cash and cash equivalents, end of year          $ 3,222   $ 3,259    $ 7,256
                                                ========  =========  ========
See accompanying notes to consolidated financial statements.
                                    Page F-9
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       December 31, 2002, 2001 and 2000
                           ------------------------

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

DESCRIPTION OF BUSINESS.  Ramtron International Corporation (the "Company")
designs, develops, manufactures and markets high-performance specialty
semiconductor memory devices.  The Company has two product lines,
ferroelectric nonvolatile random access memory ("FRAM") products and
high-speed DRAM (dynamic random access memory) products, called Enhanced-DRAM
products.  Enhanced-DRAM products are sold through the Company's Enhanced
Memory Systems, Inc. ("EMS") and Mushkin Inc. ("Mushkin") subsidiaries.

The Company's revenue is derived primarily from the sale of its FRAM and
Enhanced-DRAM products and from license and development arrangements entered
into with a limited number of established semiconductor manufacturers and
involving the development of specific applications of the Company's
technologies.  Product sales have been made to various customers for use in a
variety of applications including utility meters, office equipment, consumer
electronics, telecommunications, accelerator boards, disk controllers and
industrial control devices.

The Company has incurred net losses from operations since its inception.  The
Company's ability to achieve profitable operations is subject to significant
risks and uncertainties including, but not limited to, success in raising
additional financing to fund operations, achieving forecasted revenue on
supply arrangements, and entering into additional license and research and
development arrangements.  There is no guarantee that the Company will be
successful in addressing such risks.

USE OF ESTIMATES.  The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting periods.
Actual results could differ from those estimates.

                                    Page F-10
<PAGE>
PRINCIPLES OF CONSOLIDATION.  The accompanying financial statements include
the consolidation of accounts for the Company's 80% owned subsidiary,
Enhanced Memory Systems, Inc. and its wholly owned subsidiaries, Mushkin
Inc., acquired in June 2000, and Ramtron Kabushiki Kaisha ("Ramtron K.K.").
The Company formed EMS to operate its Enhanced-DRAM business.  Mushkin was
acquired in June 2000 to expand the Company's Enhanced-DRAM product business.
The Company formed Ramtron K.K. to act in a sales and marketing role within
Japan for the Company's products and to function as a liaison between the
Company and its Japanese alliance partners.  To date, Ramtron K.K. has had
limited operations.  All material inter-company accounts and transactions
have been eliminated in consolidation.

Minority interest in the net book value and operating results of EMS are
reflected in the accompanying consolidated balance sheets and statements of
operations.  Minority interest in net losses of EMS were not recorded
subsequent to March 31, 2001, due to the minority interest balance being
reduced to zero on that date.

REVENUE RECOGNITION.  Revenue from product sales to direct customers is
recognized upon shipment as the Company generally does not have post-shipment
obligations or allow for any acceptance provisions.  The Company defers
recognition of sales to distributors that are given rights of return and
price protection by the Company until the distributors have resold the
products.  The Company records the cash received on these sales prior to the
distributor reselling the product as deferred revenue.

Revenue from licensing programs is recognized over the period the Company is
required to provide services under the terms of the agreement.  Revenue from
research and development activities that are funded by customers are
recognized as the services are performed, generally, as contractual
milestones are met.  In situations where the Company licenses its technology
and also provides development assistance, the Company records the total
proceeds to be received as revenue over the longer licensing period. The
revenue recorded by the Company in each reporting period is dependent upon
estimates regarding the cost of projects and the achievement of milestones.
Changes in estimates regarding these matters could result in revisions to the
amount of revenue recognized on these arrangements.

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

INVENTORIES. Inventories are stated at the lower of cost or market value.
The first-in, first-out method of costing inventories is used.  The Company
writes down its inventory for estimated obsolescence or lack of marketability
for the difference between the cost of inventory and the estimated market
value based upon assumptions about future demand and market conditions.

PROPERTY, PLANT AND EQUIPMENT.  Property, plant and equipment are stated at
cost and depreciation and amortization are provided using the straight-line
method over the estimated useful lives of the respective assets.  Maintenance
and repairs are expensed as incurred and improvements are capitalized.

                                    Page F-11
<PAGE>
The cost of assets sold or retired and the related accumulated depreciation
or amortization are removed from the accounts and the resulting gain or loss
is reflected in the consolidated statement of operations in the period in
which such sale or disposition occurs.

GOODWILL.  Goodwill represents the excess of the purchase price over the fair
value of identifiable net tangible and intangible assets acquired in a
business combination.  On January 1, 2002, the Company adopted Statement of
Financial Standards No. 142, "Goodwill and Other Intangibles" (SFAS No. 142)
and ceased amortization of its goodwill.  Goodwill is required to be tested
for impairment annually, or more frequently if events or changes in
circumstances indicate that goodwill may be impaired.  In accordance with
SFAS No. 142, the Company performed its transitional goodwill impairment
testing as of January 1, 2002, and performed its annual goodwill impairment
testing as of December 31, 2002, and determined that no impairments existed
at those dates.  For more information on goodwill and the adoption of SFAS
No. 142, see Note 17.

INTANGIBLE ASSETS.  Intangible assets are recorded at cost and are amortized
over their estimated useful lives using the straight-line method.  The
amounts capitalized for patents include the cost of acquiring and defending
the patent.

IMPAIRMENT OF LONG-LIVED ASSETS.  On January 1, 2002, the Company adopted
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets."  SFAS No. 144 supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
SFAS No. 121 did not address the accounting for a segment of a business
accounted for as a discontinued operation, which resulted in two accounting
models for long-lived assets to be disposed of.  SFAS No. 144 establishes a
single accounting model for long-lived assets to be disposed of by sale, and
requires that those long-lived assets be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing
operations or in discontinued operations.  The Company reviews the carrying
values of its long-lived assets whenever events or changes in circumstances
indicate that such carrying values may not be recoverable.  Under SFAS No.
144, long-lived assets must be carried at historical cost if the projected
cash flows from their use will recover their carrying amounts on an
undiscounted basis and without considering interest.  However, if projected
cash flows are less than their carrying value, the long-lived assets must be
reduced to their estimated fair value.  Considerable judgment is required to
project such cash flows and, if required, estimate the fair value of the
impaired long-lived asset.  No impairments of long-lived assets were recorded
in 2002, 2001 or 2000.

                                    Page F-12
<PAGE>
INCOME TAXES.  The Company recognizes deferred income tax assets and
liabilities for the expected future income tax consequences, based on enacted
tax laws, of temporary differences between the financial reporting and tax
bases of assets, liabilities and carryovers.  The Company recognizes deferred
tax assets for the expected future effects of all deductible temporary
differences, loss carryovers and tax credit carryovers.  Deferred tax assets
are then reduced, if deemed necessary, by a valuation allowance for the
amount of any tax benefits which, more likely than not, based on current
circumstances, are not expected to be realized.

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

Included in cash and cash equivalents as of December 31, 2002 are $1.5
million of corporate debt securities.  These securities are classified as
available- for-sale and carried at their amortized cost, which approximated
fair value.  There were no debt securities included in cash and cash
equivalents at December 31, 2001.

NET LOSS PER SHARE.  Basic earnings per share is computed by dividing
reported earnings applicable to common shares by the weighted average shares
outstanding.  Diluted earnings per share reflects the potential dilution
assuming the issuance of common shares for all dilutive potential common
shares outstanding during the period.  As a result of the Company's net
losses, all potentially dilutive securities including warrants, stock
options, convertible debt and convertible preferred stock, would be anti-
dilutive and thus, are excluded from diluted earnings per share.  Potentially
dilutive securities excluded from diluted earnings per share were 9,033,000,
5,771,000 and 8,359,000 shares in 2002, 2001 and 2000, respectively.

STOCK-BASED COMPENSATON.  At December 31, 2002, the Company had four stock-
based compensation plans, which are more fully described in Note 7.  The
Company accounts for employee stock-based compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25 ("APB
No. 25"), "Accounting for Stock Issued to Employees" and related
interpretations.  All options granted under these plans have an exercise
price equal to the market value of the underlying common stock on the date of
grant, therefore no stock-based compensation is reflected in net loss.  Had
compensation cost for these plans been determined consistent with SFAS No.
123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure, and
Amendment of FASB Statement No. 123", the Company's net loss would have been
increased to the following adjusted amounts:

                                    Page F-13
<PAGE>
                                   Year Ended     Year Ended     Year Ended
                                  Dec. 31, 2002  Dec. 31, 2001  Dec. 31, 2000
                                  -------------  -------------  -------------
                                    (in thousands, except per share amounts)
Net Loss Applicable to
  Common Shares
    As reported                       $(1,923)      $(33,151)     $(14,497)
    Pro forma                          (4,181)       (36,235)      (18,533)

Net Loss Per Share
    As reported - basic and diluted   $ (0.09)      $  (1.57)     $  (0.88)
    Pro forma - basic and diluted       (0.19)         (1.71)        (1.12)

For disclosure purposes, the fair value of stock based compensation was
computed using the Black-Scholes option pricing model with the following
weighted average assumptions used for 2002, 2001 and 2000 grants:

                                         2002          2001          2000
                                      ----------    ----------    ----------
          Risk Free Interest Rate         4.00%       4.00%         6.63%
          Expected Dividend Yield            0%          0%            0%
          Expected Lives                 4.0 years   4.0 years     4.0 years
          Expected Volatility              111%        113%          109%

The weighted average fair value of shares granted during the years ended
December 31, 2002, 2001 and 2000 was $2.75, $1.67 and $5.12, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company's financial instruments
consist of cash and cash equivalents, short-term trade receivables and
payables.  The carrying values of cash and cash equivalents, and short-term
trade receivables and payables approximate fair value due to their short-term
nature.

COMPREHENSIVE LOSS.  The Company reports all changes in equity that result
from transactions and other economic events from non-owner sources as
comprehensive loss.

NEW ACCOUNTING STANDARDS.  In June 2001, the FASB issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (SFAS No. 143).  SFAS No. 143 requires entities to record the
fair value of a liability for an asset retirement obligation in the period in
which it is incurred.  When the liability is initially recorded, the entity
capitalizes a cost by increasing the carrying amount of the related long-
lived asset.  Over time, the liability is accreted to its present value each
period, and the capitalized cost is depreciated over the useful life of the
related asset.  Upon settlement of the liability, an entity either settles
the obligation for the recorded amount or incurs a gain or loss upon
settlement.  SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002.  The Company will adopt SFAS No. 143 on January 1, 2003.  The
Company does not believe the adoption of SFAS No. 143 will have a material
impact on its financial position or results of operations.

                                    Page F-14
<PAGE>
In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or Disposal
Activities," (SFAS No. 146).  SFAS No. 146 addresses the recognition,
measurement and reporting of costs that are associated with exit and disposal
activities, including restructuring activities that are currently accounted
for pursuant to the guidance set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity."  SFAS No. 146 will be effective for exit or disposal activities
that are initiated after December 31, 2002, with early application
encouraged.  The Company will adopt SFAS No. 146 on January 1, 2003.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45).  FIN 45 requires a liability
to be recognized at the time a company issues a guarantee for the fair value
of the obligations assumed under certain guarantee agreements.  Additional
disclosures about guarantee agreements are also required in the interim and
annual financial statements, including a roll forward of the entity's product
warranty liabilities.  The provisions for initial recognition and measurement
of guarantee agreements are effective on a prospective basis for guarantees
that are issued or modified after December 31, 2002.  The Company is in the
process of assessing the impact of the recognition provisions of FIN 45 on
its consolidated financial statements.

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN
No. 46").  This interpretation clarifies existing accounting principles
related to the preparation of consolidated financial statements when the
equity investors in an entity do not have the characteristics of a
controlling financial interest or when the equity at risk is not sufficient
for the entity to finance its activities without additional subordinated
financial support from others parties. FIN No. 46 requires a company to
evaluate all existing arrangements to identify situations where a company has
a "variable interest" (commonly evidenced by a guarantee arrangement or other
commitment to provide financial support) in a "variable interest entity"
(commonly a thinly capitalized entity) and further determine when such
variable interests require a company to consolidate the variable interest
entities' financial statements with its own. The Company is required to
perform this assessment by September 30, 2003 and consolidate any variable
interest entities for which it will absorb a majority of the entities'
expected losses or receive a majority of the expected residual gains.
Management has not yet performed this assessment, however it is not aware of
any material variable interest entities that it may be required to
consolidate.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation, Transition and Disclosure" (SFAS No. 148).  SFAS No. 148
provides alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based compensation.  SFAS No. 148
also requires disclosure of the pro forma effect in interim financial
statements.  The transition and annual disclosure of SFAS No. 148 are
effective for the Company's fiscal year ended December 31, 2002.  The
adoption of SFAS No. 148 did not have a material effect on the Company's
financial statements.

                                    Page F-15
<PAGE>
2.  INVENTORIES:

Inventories consist of:

                                           December 31,
                                        ------------------
                                         2002        2001
                                        ------      ------
                                          (in thousands)

          Finished goods                $3,783      $5,442
          Work in process                5,401       2,974
          Obsolescence reserve            (232)       (941)
                                        ------      ------
                                        $8,952      $7,475
                                        ======      ======

3.  PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

                                              Estimated      December 31,
                                             Useful Lives  -----------------
                                              (In Years)     2002      2001
                                             ------------  -------   -------
                                                             (in thousands)

Land                                             --        $   668   $   668
Buildings and improvements                    18 and 10      8,942     8,942
Equipment                                         5         14,892    14,191
Office furniture and equipment                    5            620       622
                                                           -------   -------
                                                            25,122    24,423
Less accumulated depreciation and amortization             (20,522)  (19,482)
                                                           -------   -------
                                                           $ 4,600   $ 4,941
                                                           =======   =======

Depreciation and amortization expense for property, plant and equipment was
$1,047,000, $1,087,000 and $1,145,000 for 2002, 2001 and 2000, respectively.
Maintenance and repairs expense was $616,000, $710,000 and $851,000 for 2002,
2001 and 2000, respectively.

                                    Page F-16
<PAGE>
4.  INTANGIBLE ASSETS:

Intangible assets consist of:

                                               Estimated       December 31,
                                              Useful Lives   ---------------
                                               (In Years)     2002     2001
                                              ------------  -------   ------
                                                             (in thousands)

Technology license                                  6       $ 1,983  $ 1,983
Patents and trademarks                             17         7,934    7,788
License rights                                      5         2,150    2,150
Goodwill                                                     13,862   13,862
                                                            -------   ------
                                                             25,929   25,783
Less accumulated amortization                               (11,779) (11,107)
                                                            -------   ------
                                                            $14,150  $14,676
                                                            =======   ======

In January 2000, the Company's then wholly owned subsidiary, EMS, entered
into a non-exclusive, worldwide technology licensing agreement with Infineon
Technologies AG ("Infineon").  In consideration for the grant of the license,
Infineon received 20% of the outstanding common stock of EMS.  Additionally,
the agreement calls for Infineon to provide EMS with up to $200 million per
year of committed wafer manufacturing capacity using Infineon's advanced DRAM
and embedded DRAM process capabilities and access to Infineon's design
technology.  The agreement, as amended, has a term of ten years.  The
technology license was valued at approximately $1,983,000 and is being
amortized over six years.  The increase in the carrying value of the
Company's investment in EMS of $1,010,000 as a result of the shares issued to
Infineon was recorded as an increase to additional paid-in capital.  Prior to
this transaction, Infineon was not a shareholder, promoter or related party
to the Company or EMS.  The value of the transaction was determined on the
date of the transaction primarily by a discounted cash flow appraisal of the
shares issued and secondarily by comparison to the value of similar
technology licenses.  The Company did not recognize a gain on this
transaction because of the uncertainty of the realization of that gain.

Amortization expense for intangible assets was $790,000, $2,346,000 and
$2,001,000 for 2002, 2001 and 2000, respectively.

5.  LONG-TERM DEBT:

On March 14, 2002, the Company signed an agreement to issue $8.0 million
of 5 year, 5% fixed rate, convertible debentures to Infineon Technologies AG
("Infineon"), Halifax Fund ("Halifax"), managed by The Palladin Group, L.P.
and Bramwell Capital Corporation ("Bramwell"), managed by Cavallo Capital.
Prior to issuance of the convertible debentures, Infineon owned 4,430,005

                                    Page F-17
<PAGE>
shares of Ramtron's outstanding common stock, or 20% of its outstanding
shares, and 20% of the outstanding shares of the Company's subsidiary,
Enhanced Memory Systems, Inc. ("EMS").  On March 29, 2002, the Company issued
a $3 million debenture to Infineon.  The Halifax and Bramwell debentures,
totaling $5 million, were issued on April 1, 2002.  The debentures are
convertible into the Company's common stock at a fixed conversion price of
$3.769, which is equal to 110% of the five-day volume weighted average price
("VWAP") of the Company's common stock prior to the transaction signing.  The
debentures issued to Halifax and Bramwell are secured by a Deed of Trust on
the Company's headquarters facility in Colorado Springs, Colorado.  The
Infineon debenture is secured by a security interest the Company granted to
Infineon in certain of its accounts receivable and patents.  The debenture
agreement requires capital expenditures of less than $1.5 million and EBITDA
losses of less than $2 million for the year ended December 31, 2002.  The
Company was in compliance with these covenants at December 31, 2002.
Interest paid to the debenture holders during 2002 was approximately
$305,000.

In addition, 700,435 5-year common stock warrants were issued to the
investors with an exercise price of $4.28 per share. The warrants were valued
using the Black Scholes option pricing method with a resulting total value of
approximately $1,773,000.  The following assumptions were used to value
these warrants: risk free interest rate of 4.93%, expected yield of 0%,
expected life of five years, and expected volatility of 113%.  This amount is
accounted for as a discount to the outstanding debentures and will be
amortized over the remaining life of the debentures as a charge to interest
expense.  The unamortized discount pertaining to the outstanding debentures
as of December 31, 2002 as a result of the issuance of the warrants is
approximately $1,507,000.

As a result of the conversion terms of these debentures, a beneficial
conversion feature of $900,000 was created.  This beneficial conversion
feature is recorded as an increase to additional paid-in-capital and as a
debt discount to the outstanding debentures.  This discount will be amortized
over the remaining life of the debentures as a charge to interest expense.
The unamortized discount pertaining to the outstanding debentures as of
December 31, 2002 as a result of the beneficial conversion feature is
approximately $765,000.

6.  COMMITMENTS:

LEASE COMMITMENTS.  The Company has commitments under non-cancelable
operating leases expiring through 2006 for various equipment.  Minimum future
annual lease payments under these leases as of December 31, 2002 are as
follows:

            2003       $  987,000
            2004          745,000
            2005           19,000
            2006           15,000
                       ----------
                       $1,766,000
                       ==========

                                    Page F-18
<PAGE>
Total rent expense on all operating leases was $1,312,000, $698,000 and
$490,000 for 2002, 2001 and 2000, respectively.

EMPLOYMENT AGREEMENTS.  The Company has employment agreements with certain
employees, which provide for certain payments and continuation of
benefits should their employment terminate as defined in the employment
agreements.

MANUFACTURING ALLIANCES.  The Company has entered into third-party
manufacturing agreements for the supply of its FRAM and Enhanced-DRAM
products.  The Company has relied and will continue to rely on such
manufacturing relationships as the primary source of manufacturing for its
products.  The Company's third-party manufacturing agreements provide only
for a call on the manufacturing capacity of the vendors. The product will be
supplied to the Company at prices negotiated between the Company and such
third-party manufacturers based on current market conditions.  The Company
does not engage in any take-or-pay agreements with its manufacturing
alliances.

7.  STOCKHOLDERS' EQUITY:

PREFERRED STOCK.  In February 1998, the Company issued and sold in a
private placement Series A Convertible Preferred Stock ("Preferred Stock").
On July 20, 1999, the Company's common stockholders approved the
restructuring of the terms of the Company's Preferred Stock. After the
restructuring, 872 shares of Preferred Stock remained outstanding.

The restated terms of the remaining Preferred Stock included (i) a fixed
conversion at $5.00 per share; (ii) a three-year term expiring on July 31,
2002; (iii) an adjusted dividend rate of 11% per annum (subject to possible
future adjustments); and (iv) a mandatory redemption feature at the date of
maturity of $1,000 per share plus accrued dividends. On July 31, 2002, in
accordance with the restated terms of the preferred stock, the Company
redeemed 1,160 shares for $1,174,000.

For the years ended December 31, 2002, 2001 and 2000, the Company recorded
$82,000, $139,000 and $99,000 of dividends, respectively and $14,000, $24,000
and $24,000 of discount accretion on redeemable preferred stock,
respectively.

COMMON STOCK PLACEMENT WITH INFINEON TECHNOLOGIES AG.  The Company and
Infineon Technologies AG entered into a share purchase agreement dated
December 14, 2000 pursuant to which Infineon agreed to invest
$30 million in the Company, $10 million in cash and $20 million in Infineon
common stock (443,488 shares), in exchange for 4,430,005 shares of the
Company's common stock.  Upon completion of the transaction Infineon owned
approximately 20% of the Company's outstanding common stock.  Infineon may
transfer or sell its interest in the Company's shares in two equal-
installments twelve and eighteen months from the initial closing date.  The
companies also entered into a separate cross-license agreement that provides
Infineon with a nonexclusive license to the Company's FRAM memory technology,

                                    Page F-19
<PAGE>
and the Company with access to certain Infineon technologies relating to
fabrication of FRAM memories.  The initial closing occurred February 2, 2001,
providing the Company with $10 million in cash in exchange for 1,476,668
shares of common stock.  The final closing was completed on March 30, 2001,
providing the Company 443,488 Infineon shares. All Infineon shares were sold
by the Company during 2001.

WARRANTS.  Warrants to purchase shares of the Company's common stock are as
follows:
                                                     Number of Shares
                                               -----------------------------
                                                      (in thousands)
                                Exercise        Principal
                             Price Per Share   Stockholders   Others   Total
                             ---------------   ------------   ------   -----
Outstanding and exercisable
at December 31, 1999           $1.15-$16.22       3,476         16     3,492

Granted                        $3.75-$17.00 (1)(2)  667        600     1,267
Exercised                      $1.15-$16.22        (667)      (571)   (1,238)
                                                 ---------------------------
Outstanding and exercisable
at December 31, 2000           $2.25-$17.00       3,476         45     3,521

Cancelled                      $10.81-$16.22     (1,683)        --    (1,683)
                                                 ---------------------------
Outstanding and exercisable
at December 31, 2001           $2.25-$17.00       1,793         45     1,838

Cancelled                          $5.00           (220)       (20)     (240)
Granted                        $3.77 - $4.28 (3)    700         76       776
                                                 ---------------------------
Outstanding and exercisable
at December 31, 2002           $2.25 - $17.00     2,273        101     2,374
                                                 ===========================

All of the outstanding warrants are currently exercisable.  Of such warrants,
warrants to purchase 25,000 shares at $17.00 expire in March 2003; warrants
to purchase 18,000 shares at $3.77 expire in March 2004; warrants to purchase
758,000 shares at $4.11 and $4.28 expire in March 2004; warrants to purchase
667,000 shares at $6.88 expire in December 2007; and warrants to purchase
906,000 shares of common stock with an exercise price of $2.25 expire in 2008
and 2009.

  (1) In January 2000, the Company issued 667,000 warrants to its then
      Chairman, L. David Sikes, at an exercise price of $6.88, the fair value
      of common stock at the date of issuance.  The warrants vested
      December 31, 2002 and are exercisable through 2007.

                                    Page F-20
<PAGE>
  (2) In January 2000, the Company issued 25,000 warrants to a third party
      for services provided at an exercise price of $17.00.  These warrants
      vested immediately, are exercisable through March 2003 and were valued
      at $182,000 with the charge being included in sales, general and
      administrative expenses in the accompanying 2000 consolidated
      statements of operations.

  (3) In March 2002, the Company issued 700,000 warrants to purchasers of
      $8 million of convertible debentures offered by the Company at an
      exercise price of $4.28.  These warrants vested immediately, expire
      in 2007 and were valued at $1,773,000.

All other outstanding warrants had a nominal value at the time of issuance.

DEFERRED COMPENSATION.  Subject to shareholder approval to amend the
Company's 1995 Stock Option Plan, options to purchase 500,000 shares of the
Company's common stock were approved by the Board of Directors for certain
officers of the Company on September 28, 1999, with an exercise price of
$2.25 per share.  On December 22, 1999 shareholders approved the amendment of
the 1995 Stock Option Plan.  On that date, the aggregate intrinsic value of
the options was $2,578,000 and was recorded as deferred compensation.  The
unamortized compensation expense as of December 31, 2002, 2001 and 2000 was
approximately $0, $0 and $202,000, respectively.

STOCK OPTIONS.  The Company has four stock option plans, the Amended and
Restated 1986 Stock Option Plan (the "1986 Plan"), the 1989 Non-statutory
Stock Option Plan (the "1989 Plan"), the 1995 Stock Option Plan, as amended
(the "1995 Plan"), and the 1999 Stock Option Plan (the "1999 Plan")
(collectively, the "Plans").  The Plans reserve 6,235,714 shares of the
Company's common stock for issuance and permit the issuance of non-qualified
stock options.  The exercise price of all non-qualified stock options must be
equal to at least 85% of the fair market value of the common stock on the
date of grant in the 1986 and 1989 Plans and 95% in the 1995 and 1999 Plans,
and the maximum term of each grant is ten years.  Options granted become
exercisable in full or in installments pursuant to the terms of each
agreement evidencing options granted.  The 1986 and the 1995 Plans also
permit the issuance of incentive stock options.  As of December 31, 2002, the
Company has not granted any incentive stock options.  The number of options
available for future grant on these plans is 907,304.

The Company accounts for these plans under APB Opinion No. 25, under which no
compensation cost is recognized for grants with an exercise price equal to or
in excess of the value of the underlying stock on the measurement date.

                                    Page F-21
<PAGE>
Activity in the Plans is as follows:

                                                   Number of Shares
                                           -------------------------------
                                                    (in thousands)
                         Weighted Average  Directors
                            Exercise          and
                         Price Per Share   Officers   Employees    Total
                         ----------------  ---------  ---------  ---------
Outstanding at
December 31, 1999             $13.92          855        925      1,780

Granted                       $ 6.72          805        846      1,651
Cancelled                     $20.37          (18)       (86)      (104)
Exercised                     $ 2.33           --        (80)       (80)
Reclassification                             (122)       122         --
                                            ----------------------------
Outstanding at
December 31, 2000             $10.33        1,520      1,727      3,247

Granted                       $ 2.33          413        764      1,177
Cancelled                     $14.67         (158)      (375)      (533)
Exercised                     $ 2.23           --       (174)      (174)
Reclassification                              (18)        18         --
                                            ----------------------------
Outstanding at
December 31, 2001             $ 7.56        1,757      1,960      3,717

Granted                       $ 3.74          400        713      1,113
Cancelled                     $ 9.93          (10)      (242)      (252)
Exercised                     $ 2.19           --        (43)       (43)
                                            ----------------------------
Outstanding at
December 31, 2002             $ 6.54        2,147      2,388      4,535
                                            ============================

As of December 31, 2002, 2001 and 2000, 2,406,000, 1,792,000 and 1,305,000 of
the above options were exercisable, respectively, with weighted average
exercise prices of $8.79, $10.90 and $16.27, respectively.

                                    Page F-22
<PAGE>
The following table sets forth the exercise price range, number of shares,
weighted average exercise price and remaining contractual lives by groups of
options:

                                                 Weighted Average
                                            ---------------------------
                           Number of                        Remaining
     Exercise Price         Options          Exercise      Contractual
         Range            Outstanding         Price           Life
     --------------       -----------        --------      -----------
                         (in thousands)

     $1.47 - $ 1.88           919             $ 1.87           8.78
     $1.90 - $ 3.76           804               2.41           7.23
     $3.80 - $ 3.80           994               3.80           9.93
     $3.90 - $ 7.44         1,281               6.38           7.58
     $7.62 - $40.95           537              26.13           4.41
                            -----
                            4,535
                            =====

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

     $1.47 - $ 1.88           367            $ 1.87            8.78
     $1.90 - $ 3.76           657              2.29            7.23
     $3.80 - $ 3.80           150              3.80            9.93
     $3.90 - $ 7.44           740              6.41            7.58
     $7.62 - $40.95           492             27.74            4.41
                            -----
                            2,406
                            =====

8.  RELATED PARTY TRANSACTIONS:

TRANSACTIONS WITH THE FUND.  The National Electrical Benefit Fund (the
"Fund") is a principal stockholder of the Company.

Pursuant to a Stock and Warrant Purchase Agreement dated March 13, 1989
between the Company and the Fund, as amended by Amendment No. 1 thereto dated
June 29, 1989 (the "1989 Fund Purchase Agreement"), the Company agreed to pay
to the Fund, for as long as the Fund owns at least 5% of the outstanding
shares of the Company's common stock, a reasonable monthly consulting fee of
not more than $5,000 and to reimburse the Fund for all out-of-pocket expenses
incurred in monitoring the Fund's investment in the Company.  During 2002,
2001 and 2000, the Company was obligated to pay to the Fund approximately
$80,000 per year in payment of such fees and expenses.  Payments made for

                                    Page F-23
<PAGE>
these obligations were $0, $471,000 and $0 during 2002, 2001 and 2000,
respectively.  The $471,000 payment in 2001 included previously accumulated
fees and expenses.  $100,000 and $40,000 related to this obligation are
included in accrued liabilities as of December 31, 2002 and 2001,
respectively.

In September 1995, the Company and the Fund entered into a Loan Agreement
(the "Fund Credit Facility") which was amended on August 6, 1999.  Pursuant
to the terms of the amended credit facility (the "Amended Credit Facility"),
the outstanding principal balance under the note was $7 million.  The Amended
Credit Facility bore interest at 8% per annum, payable quarterly.  The Fund
had the right to convert all or any portion of the amounts outstanding under
the Amended Credit Facility into common stock at any time or times before
maturity of the loan at a conversion price equal to $5.00 for each share of
common stock.  The maturity date of the credit facility, as amended, was
July 12, 2002.  On August 22, 2001, the Company exercised the prepayment
provision of the note by notifying the Fund of the Company's intention to
prepay the balance due no later than January 2, 2002.  The Fund's common
stock conversion privileges remained in effect until payment was made.  On
November 9, 2001, the Fund elected to accept payment in lieu of a conversion
to the Company's common stock.  On November 15, 2001, the Company paid to the
Fund all outstanding principal and interest amounts due, totaling $7.1
million.

TRANSACTIONS INVOLVING DIMENSIONAL FUND ADVISORS, INC.  Dimensional Fund
Advisors, Inc. is a principal shareholder of the Company.

In connection with the restructuring of the Company's Series A Preferred
Stock in August 1999, the Company entered into agreements with certain
affiliates of Dimensional Fund Advisors, Inc. (the "DFA Affiliates") to issue
to each DFA Affiliate an unsecured convertible promissory note (together, the
"DFA Promissory Notes") in consideration of the termination of certain Common
Stock purchase rights of the DFA Affiliates.  Such purchase rights were
recorded as a common stock price adjustment liability in balance sheets prior
to September 30, 1999.  The DFA Promissory Notes, which totaled $3,223,712,
bore interest at 8% per annum and were to mature on July 31, 2000.  All or
part of the principal and accrued and unpaid interest of the DFA Promissory
Notes were convertible into common stock at the option of the holder of the
note at a conversion ratio of one share of common stock for each $5.00 of
principal and accrued interest converted.  On February 29, 2000, the DFA
Affiliates elected to convert all outstanding principal and accrued interest
totaling approximately $3,378,000 into 675,547 shares of the Company's common
stock.

TRANSACTIONS INVOLVING INFINEON TECHNOLOGIES AG.  Infineon Technologies AG is
a principal stockholder of the Company.

                                    Page F-24
<PAGE>
The Company and Infineon Technologies AG entered into a share purchase
agreement dated December 14, 2000 pursuant to which Infineon agreed to invest
$30 million in the Company, $10 million in cash and $20 million in Infineon
common stock (443,488 shares), in exchange for 4,430,005 shares of the
Company's common stock.  Upon completion of the transaction Infineon owned
approximately 20% of the Company's outstanding common stock.  Infineon may
transfer or sell its interest in the Company's shares in two equal-
installments twelve and eighteen months from the initial closing date.  The
companies also entered into a separate cross-license agreement that provides
Infineon with a nonexclusive license to the Company's FRAM memory technology,
and the Company with access to certain Infineon technologies relating to
fabrication of FRAM memories.  In January 2000, the Company's then wholly
owned subsidiary, EMS, entered into a non-exclusive, worldwide technology
licensing agreement with Infineon Technologies AG ("Infineon").  In
consideration for the grant of the license, Infineon received 20% of the
outstanding common stock of EMS.  Additionally, the agreement calls for
Infineon to provide EMS with up to $200 million per year of committed wafer
manufacturing capacity using Infineon's advanced DRAM and embedded DRAM
process capabilities and access to Infineon's design technology.  The
agreement, as amended, has a term of ten years.  The technology license was
valued at approximately $1,983,000 and is being amortized over six years.
Payments to Infineon for wafers, photomasks and tooling charges related to
EMS's committed wafer manufacturing capacity during 2002, 2001 and 2000 were
approximately $2,174,000, $2,272,000 and $1,002,000, respectively.

On March 29, 2002, the Company issued a $3 million, 5% interest, 5 year
debenture to Infineon.  The debenture is convertible into the Company's
common stock at a fixed conversion price of $3.769, which is equal to 110% of
the five-day volume weighted average price("VWAP") of the Company's common
stock prior to the transaction signing.  The Infineon debenture is secured by
a security interest the Company granted to Infineon in certain of its
accounts receivable and patents.  In addition, 262,663 5-year common stock
warrants were issued to Infineon with an exercise price of $4.28 per share.
Interest paid to Infineon during 2002 was approximately $115,000.

9.  SUPPLEMENTAL CASH FLOW INFORMATION:

CASH PAID FOR INTEREST AND INCOME TAXES:
                                                      2002     2001     2000
                                                     ------   ------   ------
                                                          (in thousands)

Interest                                              $326     $533     $815
Income taxes                                            --       --       --

                                    Page F-25
<PAGE>
10.  INCOME TAXES:

As of December 31, 2002, the Company had approximately $151 million of net
operating loss carryovers for tax purposes.  Further, the Company has
approximately $1.6 million of research and development tax credits available
to offset future federal and state income taxes.  The net operating loss and
credit carryovers expire through 2022.  The Internal Revenue Code contains
provisions, which may limit the net operating loss carryforwards available to
be used in any given year if certain events occur, including significant
changes in ownership interests.  The components of deferred income taxes are
as follows:

                                              December 31,
                                          --------------------
                                            2002         2001
                                          -------      -------
                                             (in thousands)
Deferred tax assets:
  Capital loss carryovers                 $ 7,300      $ 7,300
  Deferred revenue                          3,200        4,300
  Other                                     3,300        3,700
  Net operating loss carryovers            60,900       60,900
                                           ------      -------
                                           74,700       76,200
Valuation allowance                       (74,700)     (76,200)
                                           ------       ------
                                          $    --      $    --
                                           ======       ======

Management has determined, based on all available evidence, it is more likely
than not that the deferred tax assets will not be realized.  Accordingly, the
Company has recorded a valuation allowance equal to its net deferred tax
assets as of December 31, 2002.

                                    Page F-26
<PAGE>
The provision for income taxes includes the following:

                                                   December 31,
                                           ----------------------------
                                            2002       2001       2000
                                           ------     ------     ------
                                                  (in thousands)
Current:
  Federal                                  $   --     $   --     $   --
  State                                        --         --         --
                                           ------     ------     ------
  Total current                                --         --         --

Deferred:
  Federal                                    (500)   (11,000)    (4,640)
  State                                       (50)    (1,600)      (700)
                                           ------     ------     ------
  Total deferred benefit                     (550)   (12,600)    (5,340)

  Increase in valuation allowance             550     12,600      5,340
                                           ------     ------     ------
Total provision                            $   --     $   --     $   --
                                           ======     ======     ======

Total income tax expense differs from the amount computed by applying the
statutory federal income tax rate to income before taxes.  The reasons for
this difference for the years ended December 31 were as follows:

                                                2002     2001     2000
                                               ------ --------  -------
                                                   (in thousands)

Computed tax at federal statutory rate        $(639)  $(11,546) $(5,031)
State income taxes, net of federal benefit      (91)    (1,649)    (718)
Non-deductible expenses                         180        595      409
Increase in valuation allowance                 550     12,600    5,340
                                              ------  --------  -------
  Total income tax expense                    $  --   $     --  $    --
                                              ======  ========  =======

During 2002 and 2001, net operating loss carryovers of approximately
$5.1 million and $4.7 million, respectively, expired.

Tax expense other than payroll and income taxes were $269,000, $119,000 and
$399,000 for 2002, 2001 and 2000, respectively.

                                    Page F-27
<PAGE>
11.  LOSS ON DISPOSITION OF MARKETABLE EQUITY SECURITIES:

During 2001, the Company sold 443,488 shares of Infineon common stock the
Company held, consisting of all of the shares obtained through the share
purchase agreement with Infineon dated December 14, 2000.  The Company
received proceeds of $8.6 million from these sales.  During 2001, the Company
recorded a loss of $11.4 million on the disposition and impairment of these
securities.

12.  ACQUISITION OF MUSHKIN INC.:

On June 14, 2000, the Company entered into a merger transaction among the
Company, a wholly owned subsidiary of Ramtron International Corporation,
Mushkin Inc. ("Mushkin"), and the Mushkin shareholders.  In this transaction
Ramtron acquired all of the issued and outstanding shares of Mushkin for
952,380 shares of Ramtron common stock valued at $10,000,000.  The
acquisition was accounted for as a purchase.  Accordingly, Ramtron's
consolidated financial statements include the results of operations of
Mushkin since the acquisition date.  The total purchase price was allocated
based on fair value of assets acquired and liabilities assumed as follows:

                                                  (in thousands)

         Fair value of tangible net assets            $   667
         Goodwill                                       9,333
                                                      -------
                                                      $10,000
                                                      =======

Given the current unsettled and volatile economic environment, it is possible
that a future evaluation of the realizability of the goodwill recorded in
this transaction could result in a determination that an impairment charge
could be required, and such impairment charge could be material.

Summarized below are the unaudited pro forma results of operations of the
Company as if Mushkin had been acquired at January 1, 2000.

                                                       Pro Forma
                                                       Year Ended
                                                    December 31, 2000
                                                 (in thousands, except
                                                    per share data)
                                                  --------------------
Revenue                                                 $32,186
Net loss                                                (14,422)
Net loss applicable to common shares                    (14,545)
Net loss per share- basic and diluted                   $ (0.85)

                                    Page F-28
<PAGE>
13.  SEGMENT AND GEOGRAPHIC AREA INFORMATION:

The Company's reportable segments are those that are based on the Company's
method of internal reporting, which generally segregates the strategic
business units due to differences in products and distributions.

The Company's operations are conducted through three business segments.  FRAM
licenses, manufactures and distributes ferroelectric nonvolatile random
access memory products.  EMS licenses, manufactures and distributes high-
speed DRAM products.  Mushkin distributes high-speed DRAM products in the
aftermarket through both direct and e-commerce sales channels.

The accounting policies for determining segment net income (loss) are the
same used in the consolidated financial statements.  There are no internal
sales between segments or geographic regions.
<TABLE>
<CAPTION>
                                     2002                                  2001                                2000
                      ----------------------------------- ------------------------------------  ---------------------------------
                        FRAM      EMS     Mushkin  Total    FRAM      EMS    Mushkin   Total     FRAM      EMS  Mushkin   Total
                      ----------------------------------- ------------------------------------  ---------------------------------
                                                                    (in thousands)
<S>                   <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>       <C>      <C>     <C>      <C>
Product sales         $22,224  $ 1,772  $16,313  $40,309  $ 4,541  $  1,158  $11,514  $17,213   $ 3,988  $ 7,594 $ 6,680  $18,262
License & development
   fees                 6,829       --       --    6,829    2,602       102       --    2,704     2,000       --      --    2,000
Royalties                 398       --       --      398      295        --       --      295       188       --      --      188
Customer sponsored
   research and
   development            578    2,431       --    3,009       --     2,644       --    2,644     4,541    1,088      --    5,629
                      ------------------------------------- -----------------------------------  ---------------------------------
                       30,029    4,203   16,313   50,545    7,438     3,904   11,514   22,856    10,717    8,682   6,680  $26,079

Operating costs       (23,730) (11,376) (16,470) (51,576) (16,874)  (14,274) (12,678) (43,826)  (20,264) (12,214) (6,526) (39,004)
                      ------------------------------------- -----------------------------------  ---------------------------------
Operating income(loss)  6,299   (7,173)    (157)  (1,031)  (9,436)  (10,370)  (1,164) (20,970)   (9,547)  (3,532)    154  (12,925)

Other                    (188)     190       --        2       23       268       --      291        14      707      --      721
                      ------------------------------------- -----------------------------------  ---------------------------------
Net income(loss)      $ 6,111  $(6,983) $  (157) $(1,029) $(9,413) $(10,102) $(1,164) $(20,679) $(9,533) $(2,825) $   154 $(12,204)
                      ===================================== ===================================  =================================
Total assets          $23,711  $ 7,757  $ 9,474  $40,942  $19,729  $  6,270  $ 9,820   $35,819  $19,074  $ 8,683  $10,605  $38,362

Depreciation and
  amortization        $ 1,123  $   689  $    25  $ 1,837  $ 1,287  $    783  $ 1,363   $ 3,433  $ 1,625  $   786  $   735  $ 3,146

Capital additions     $   496  $   185  $    24  $   706  $   393  $     27  $    13   $   433  $   206  $   427  $     2  $   635

Intangible additions  $   527  $    --  $    --  $   527  $   434  $    124  $    --   $   558  $   232  $ 2,307  $ 9,333  $11,872
</TABLE>

                                    Page F-29
<PAGE>
Net income (loss) before cumulative effect of accounting change excludes
interest income, interest expense and special charges on a total basis of
$(798,000), $(12,309,000) and $(670,000) in 2002, 2001 and 2000,
respectively, not allocated to business segments.

During 2000, intangible additions include $9,333,000 related to the
acquisition of Mushkin and $1,983,000 of technology licenses acquired through
the issuance of EMS common stock.

Revenue amounts and percentages for major customers representing more than
10% of total revenue are as follows:

                     2002                  2001                  2000
            --------------------- --------------------- ---------------------
                       Enhanced              Enhanced              Enhanced
               FRAM       DRAM       FRAM       DRAM       FRAM       DRAM
            ---------- ---------- ---------- ---------- ---------- ----------
                                      (in thousands)

Customer A      -- --     -- --       -- --      -- --  $6,587 25%     -- --
Customer B      -- --     -- --       -- --      -- --      -- --  $4,058 16%
Customer C  $6,508 13%    -- --   $2,667 12%     -- --      -- --      -- --
Customer D      -- --     -- --    2,567 11%     -- --      -- --      -- --
Customer E  16,339 32%    -- --       -- --      -- --      -- --      -- --
Customer F      -- -- $6,714 13%      -- --      -- --      -- --      -- --

The following geographic area data include revenue based on product shipment
destination, license and development payor location and customer-sponsored
research and development payor location.  The data presented for long-lived
assets is based on physical location.

Geographic Area Net Revenue:

                                      2002        2001        2000
                                   ---------   ---------   ---------
                                             (in thousands)

United States                       $26,813     $17,651     $14,658
Japan                                 1,791         772       7,706
Canada                                  752         291       1,392
United Kingdom                          879         561         541
Germany                               1,293         683         627
China/Hong Kong                      10,662         629          --
Italy                                 6,648       1,674          --
Rest of world                         1,707         595       1,155
                                    -------     -------     -------
Total                               $50,545     $22,856     $26,079
                                    =======     =======     =======

                                    Page F-30
<PAGE>
Geographic Area Long-lived Assets (Net):

                                      2002        2001        2000
                                   ---------   ---------   ---------
                                             (in thousands)

United States                       $19,342     $19,276     $21,810
Thailand                                179         294         171
Rest of world                            34          47          78
                                    -------     -------     -------
                                    $19,555     $19,617     $22,059
                                    =======     =======     =======

As of December 31, 2002, the Company had $2.6 million due from a significant
customer that was not being paid in accordance with established payment
terms.  Through March 31, 2003, the Company has received approximately $1.5
million in payments from this customer.  Based on the subsequent payments and
other information available to management, the Company believes that the
remaining balance will ultimately be collected and, as such, no reserves have
been recorded related to this outstanding balance.  The amount the Company
will ultimately receive in future payments from this customer could differ
materially from the amounts recorded as of December 31, 2002 and could
require additional charges for uncollectible accounts receivable.

14.  DEFINED CONTRIBUTION PLAN:

The Company has a cash or deferred compensation plan (the "401(k) Plan")
intended to qualify under Section 401(k) of the Internal Revenue Code of
1986, as amended (the "Code"), in which substantially all employees are
participants.  Participants in the 401(k) Plan may make maximum pretax
contributions, subject to limitations imposed by the Code, of 100% of their
compensation.  The Company may make, at the Board of Directors' discretion,
an annual contribution on behalf of each participant.  No amounts have been
contributed by the Company under the 401(k) Plan on behalf of participating
employees.

15.  CONTINGENCIES:

PATENT INTERFERENCE PROCEEDING.  A patent interference proceeding, which was
declared in 1991 in the United States Patent and Trademark Office (the
"Patent Office") between the Company, National Semiconductor Corporation
("National") and the Department of the Navy in regard to one of the Company's
issued United States patents, is continuing.  The patent involved covers a
basic ferroelectric memory cell design invention the Company believes is of
fundamental importance to its FRAM business in the United States.  An
interference is declared in the Patent Office when two or more parties each
claim to have made the same invention.  The interference proceeding is
therefore conducted to determine which party is entitled to the patent rights
covering the invention.  In the present interference contest, the Company is

                                    Page F-31
<PAGE>
the "senior" party, which means that it is in possession of the issued United
States Patent and retains all rights associated with such patent.  The other
two parties involved in the interference are the "junior" parties, and each
has the burden of proof of convincing the Patent Office by a preponderance of
the evidence that it was the first to invent the subject matter of the
invention and thus is entitled to the corresponding patent rights.  Only the
Company and National filed briefs in this matter.  Oral arguments were
presented before the Patent Office on March 1, 1996.

The Patent Office decided the interference on May 6, 1997, holding that all
of the claims were patentable to National, one of the "junior" parties.  The
other "junior" party, the Department of the Navy, was not granted any patent
claims pursuant to the interference proceedings.  On June 20, 1997, the
Company filed a Request for Reconsideration with the Patent Office concerning
the interference decision.  Pursuant to the Request for Reconsideration, the
Company requested that five separate issues be reconsidered because, from the
Company's perspective, they were either ignored or misconstrued in the
original decision.  A decision on the Request for Reconsideration was issued
on November 19, 1998, again holding that all of the claims were patentable to
National.  On January 9, 1999, the Company appealed the decision of the
Patent Office on one of the interference counts directly to the Court of
Appeals for the Federal Circuit.  On February 2, 2000, the Court of Appeals
vacated and remanded the decision of the Patent Office for further
proceedings.  The Company also filed complaints in Federal District Court in
the District of Columbia seeking a review of the decision of the Patent
Office on the remaining interference counts, which are still pending.  The
Company remains in possession of the issued United States Patent and retains
all rights associated with such patent while it pursues its appeal options.
The "junior" party has received no rights associated with this patent
decision and will not receive any such rights as long as the appeal process
continues.  Under a Patent Office decision on August 13, 2001, the Company
was found to be the first to invent, however, the Patent Office concluded
that the enablement and best-mode requirements for patent issuance had not
been met by the Company.  In October 2001, both the Company and National
filed a Request for Reconsideration with the Patent Office.  In November
2002, the Patent Office informed the Company and National that it will not
change its August 2001 decision.  In December 2002, the Company appealed this
decision to the District Court of the District of Columbia.

If the Company's patent rights that are the subject of the interference
proceeding are ultimately lost or significantly compromised, the Company
would be precluded from producing FRAM products in the United States using
the Company's existing design architecture, absent being able to obtain a
suitable license to exploit such rights.  If such patent rights are
ultimately awarded to National, and if a license to such rights is not
subsequently entered into by the Company with National, National could use
the patent to prevent the manufacture, use or sale by the Company, and/or its
licensees, within the United States of any products that come within the
scope of such patent rights, which would include all FRAM products as

                                    Page F-32
<PAGE>
currently designed, and which would materially adversely affect the Company.
The Company has vigorously defended its patent rights in this interference
contest and will continue such efforts.  The Company is uncertain as to the
ultimate outcome of the interference proceeding, as well as to the resulting
effects upon the Company's financial position or results of operations.

OTHER LITIGATION.  The Company is involved in other legal matters in the
ordinary course of business.  Although the outcomes of any such legal actions
cannot be predicted, management believes that there is no pending legal
proceeding against or involving the Company for which the outcome is likely
to have a material adverse effect upon the Company's financial position or
results of operations.

16.  QUARTERLY DATA (UNAUDITED):

The following unaudited information shows selected items by quarter for the
years 2002 and 2001.
<TABLE>
<CAPTION>
                                                 2002                                   2001
                                ----------------------------------------  -----------------------------------------
                                   Q1        Q2        Q3        Q4          Q1(1)      Q2         Q3        Q4
                                ----------------------------------------  -----------------------------------------
                                                   (in thousands except per share data)
<S>                             <C>        <C>        <C>       <C>         <C>       <C>        <C>        <C>
Revenue                         $12,624    $12,645    $13,825   $11,451     $3,455    $3,351     $7,535     $8,515
Gross margin, product sales       2,514      3,422      3,420     2,919        908       613      1,024        290(1)
Operating income (loss)          (1,083)      (419)       384        87     (6,630)   (6,022)    (3,611)    (4,707)
Net loss applicable to common
  shares                         (1,153)      (761)       139      (148)    (6,555)   (6,231)   (15,872)(2) (4,493)
Net loss per share
  -  basic                      $ (0.05)   $ (0.03)   $  0.01   $ (0.01)    $(0.35)   $(0.28)    $(0.72)    $(0.20)
  -  diluted                    $ (0.05)   $ (0.03)   $  0.01   $ (0.01)    $(0.35)   $(0.28)    $(0.72)    $(0.20)
</TABLE>
----------

(1)  Includes provision for inventory write-off of $912,000.

(2)  Includes charges of $11.9 million resulting from an other than temporary
     decline in the market value of Infineon stock held by the Company.

17.  GOODWILL AND OTHER INTANGIBLE ASSETS:

In June 2001, the FASB issued SFAS No. 142.  SFAS No. 142 changes the
accounting for goodwill and intangible assets and requires that goodwill no
longer be amortized but be tested for impairment at least annually at the
reporting unit level in accordance with SFAS No. 142.  Recognized intangible
assets with determinable useful lives should be amortized over their useful
life and reviewed for impairment in accordance with Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets."  The provisions of SFAS No. 142 are effective for fiscal

                                    Page F-33
<PAGE>
years beginning after December 15, 2001, except for provisions related to the
non-amortization and amortization of goodwill and intangible assets acquired
after June 30, 2001, which were subject immediately to the provisions of SFAS
No. 142.  The Company adopted SFAS No. 142 on January 1, 2002.  SFAS No. 142
requires a transitional goodwill impairment test at each reporting unit
within six months of the date of adoption.  However, the amounts used in the
transitional goodwill impairment testing are measured as of January 1, 2002.
The Company completed its analysis of the fair value of its goodwill and
determined there is no indicated impairment of its goodwill.  In addition,
the Company performed its annual impairment test as of December 31, 2002 and
determined there is no indicated impairment of goodwill.  In addition, the
Company has determined that the classifications of its intangible assets
previously acquired and the related useful lives established were not
impacted by the provisions of SFAS No. 142.

On January 1, 2002, in accordance with SFAS No. 142, the Company ceased
amortization of its goodwill which occurred on or before June 30, 2001.  The
following information is presented as if SFAS No. 142 was adopted as of
January 1, 2000.  The reconciliation of previously reported earnings and
earnings per share to the amounts adjusted for the exclusion of goodwill
amortization net of the related income tax effect is as follows:

                                      For the years ended December 31,
                                      --------------------------------
                                        2002        2001        2000
                                      --------    --------    --------
                                           (in thousands, except
                                             per share amounts)

     Reported net loss applicable
       to common shares               $(1,923)    $(33,151)   $(14,497)
     Add: Goodwill amortization            --        1,534         923
                                      --------    ---------   ---------
     Adjusted net loss applicable to
        common shares                 $(1,923)    $(31,617)   $(13,574)
                                      ========    =========   =========

     Reported loss per common
       share - basic and diluted      $ (0.09)    $  (1.57)   $  (0.88)
     Add: Goodwill amortization            --         0.06        0.06
                                      --------    ---------   ---------
     Adjusted loss per common
       share - basic and diluted      $ (0.09)    $  (1.49)   $  (0.82)
                                      ========    =========   =========

                                    Page F-34
<PAGE>
The changes in the carrying amount of goodwill for the twelve months ended
December 31, 2002, by business segment are as follows:

                                       Goodwill
                           Balance     Acquired       Balance
                            as of       During         as of
                          January 1,     the       December 31,
                            2002         Year          2002
                          ---------    --------    ------------
                                        (in thousands)

     FRAM                   $  585       $ --         $  585
     EMS                        --         --             --
     Mushkin                 7,278         --          7,278
                           --------     -------      --------
     Total                  $7,863       $ --         $7,863
                           ========     =======      ========

Included in other intangible assets on the Company's Consolidated Balance
Sheets are the following:

                                      December 31,       December 31,
                                         2002                2001
                                     -------------       ------------
                                               (in thousands)
   Amortizable intangible assets:
       Patents                         $ 7,934             $ 7,788
       Product license fees              2,150               2,150
       Process technology                1,983               1,983
       Accumulated amortization         (5,780)             (5,108)
                                       --------            --------
         Total                         $ 6,287             $ 6,813
                                       ========            ========

Amortization expense for intangible assets for the twelve months ended
December 31, 2002, 2001 and 2000 was approximately $790,000, $812,000 and
$1,078,000, respectively.

Estimated amortization expense for intangible assets, is $800,000 in 2002,
$800,000 in 2003, $800,000 in 2004, $800,000 in 2005, $800,000 in 2006 and
$2.3 million thereafter.

18.  SUBSEQUENT EVENT:

On March 31, 2003, the Company signed an agreement with Wells Fargo Business
Credit, Inc. to provide a secured $3.0 million revolving line of credit.  The
credit facility provides for interest at a floating rate equal to the prime
lending rate plus .50% per annum and a term of 3 years.  Security for the
credit facility includes the Company's non-European accounts receivable and
inventories.

                                    Page F-35
<PAGE>
                          RAMTRON INTERNATIONAL CORPORATION
                                    SCHEDULE II
                           VALUATION AND QUALIFYING ACCOUNTS
                                   (in thousands)

Column A           Column B        Column C            Column D    Column E
---------          ----------      ----------          ----------  ----------
                                    Additions
                               ----------------------
                   Balance at  Charged to  Charged to              Balance at
                   Beginning   Costs and     Other                    End
Description        of Period    Expenses    Accounts   Deductions  of Period
------------       ----------  ----------  ----------  ----------  ----------
Year Ended 12/31/00:

Allowance for
doubtful accounts     $347        $ 87         $--        $173       $261
                     =====================================================
Year Ended 12/31/01:

Allowance for
doubtful accounts     $261        $114         $--        $ 81       $294
                     =====================================================
Year Ended 12/31/02:

Allowance for
doubtful accounts     $294        $234         $--        $297      $231
                     =====================================================

                                    Page F-36
<PAGE>
Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

On July 26, 2002, Ramtron International Corporation (the "Registrant")
replaced Arthur Andersen LLP ("Arthur Andersen") as the principal accountant
for the Registrant and its affiliates.  For the past two fiscal years, the
reports of Arthur Andersen did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.  The decision to replace Arthur Andersen was
approved by the Audit Committee of the Board of Directors of the Registrant.

In connection with the audits of the Registrant's financial statements for
each of the two most recent fiscal years ending December 31, 2000 and
December 31, 2001 and in the subsequent interim period preceding Arthur
Andersen's replacement, there were no disagreements on any matters of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of Arthur
Andersen, would have caused Arthur Andersen to make reference to the matter in
their report.

On July 26, 2002, the Registrant engaged as its new principal accountant KPMG
LLP.  During the two most recent fiscal years and through the date of their
appointment, the Registrant has not consulted with KPMG on matters of the type
contemplated by Item 304(a)(2) of Regulation S-K.

The Registrant provided Arthur Andersen LLP with a copy of the foregoing
disclosures.  Arthur Andersen informed the Registrant that it will be unable
to respond to the Company's filing stating its agreement or disagreement with
such statements.

PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding our directors is incorporated by reference from the
information contained under the caption "Election of Directors" in our 2003
Proxy Statement for the 2003 Annual Meeting of Stockholders.  Information
regarding current executive officers found under the caption "Executive
Officers of the Registrant" in Part I hereof is also incorporated by
reference into this Item 10.  Information regarding Section 16 reporting
compliance is incorporated by reference from information contained under the
caption "Executive Compensation - Section 16(a) Beneficial Ownership
Reporting Compliance" in our 2003 Proxy Statement.

Item 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the
information contained under the caption "Executive Compensation" in our 2003
Proxy Statement.

                                    Page-47
<PAGE>
Item 12.  SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The information required by this item is incorporated by reference from the
information contained under the caption "Security Ownership of Principal
Stockholders and Management" in our 2003 Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference from the
information contained under the caption "Executive Compensation and Other
Information" in our 2003 Proxy Statement.

Item 14.  CONTROLS AND PROCEDURES

Within 90 days of the filing of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the disclosure controls and
procedures of the Company as defined in Exchange Act Rule 13(a)-14.  Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
have determined that such controls and procedures are effective.  There have
been no significant changes in the Company's internal controls or other
factors that could significantly affect these controls, nor any significant
deficiencies or material weaknesses in such controls requiring corrective
actions, subsequent to the date of their evaluation.

PART IV

Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

     (1)  Financial Statements.

          Report of Independent Public Accountants
          Consolidated Balance Sheets as of December 31, 2002 and 2001
          Consolidated Statements of Operations for the years ended
             December 31, 2002, 2001 and 2000
          Consolidated Statements of Changes in Stockholders' Equity
             for the years ended December 31, 2002, 2001 and 2000
          Consolidated Statements of Cash Flow for the years ended
             December 31, 2002, 2001 and 2000
          Notes to Consolidated Financial Statements

                                    Page-48
<PAGE>
     (2)  Financial Statement Schedules

          Schedule II:  Valuation and Qualifying Accounts

All other schedules are omitted because they are not required, or not
applicable, or because the required information is included in the financial
statements or notes thereto.

     3.  Exhibits

         Exhibit
         Number
         -------

          2.1    Agreement and Plan of Merger dated May 11, 2000, as
                 amended, among Ramtron, RIC MI Acquisition Inc., Mushkin
                 Inc., William Michael Mushkin and Elizabeth Loring
                 Crane.(12)

          2.2    Amendment No. 1 to Agreement and Plan of Merger dated
                 June 8, 2000.(12)

          3.1    Certificate of Incorporation of Registrant, as amended.(10)
          3.2    Bylaws of Registrant, as amended.

          4.1    Amended Loan Agreement between the National Electrical
                 Benefit Fund and the Registrant dated August 6, 1999.(7)
          4.2    Amended and Restated Warrant to purchase 805,697 shares of
                 common stock issued by the Registrant to the National
                 Electrical Fund dated August 6, 1999.(7)
          4.3    Amended and Restated Warrant to purchase 100,000 shares of
                 common stock issued by the Registrant to the National
                 Electrical Fund dated August 6, 1999.(7)
          4.4    Warrant to purchase 667,000 shares of common stock issued by
                 the Registrant to L. David Sikes dated January 18, 2000.(11)
          4.5    Warrant to purchase 25,000 shares of common stock issued by
                 the Registrant to Jan-Charles Fine, dated March 9, 2000.(15)
          4.6    Warrant amendment dated December 14, 2000 issued by the
                 Registrant to L. David Sikes(15)
          4.7    Form of Rights Agreement, dated April 19, 2001, between
                 Ramtron International Corporation and Citibank, N.A.(16)
          4.8    Securities Purchase Agreement between the Registrant and
                 Infineon Technologies, AG, dated March 14, 2002.(20)
          4.9    Securities Purchase Agreement between the Registrant and
                 Bramwell Capital Corp. and Halifax Fund, L.P., dated
                 March 14, 2002.(20)
          4.10   Secured Convertible Debenture between the Registrant and
                 Infineon Technologies, AG, dated March 28, 2002.(20)
          4.11   Secured Convertible Debenture between the Registrant and
                 Bramwell Capital Corp., dated March 28, 2002.(20)
          4.12   Secured Convertible Debenture between the Registrant and
                 Halifax Fund, L.P. dated March 28, 2002.(20)

                                    Page-49
<PAGE>
          4.13   Warrant to Purchase Common Stock between the Registrant and
                 Infineon Technologies, AG, dated March 28, 2002.(20)
          4.14   Warrant to Purchase Common Stock between the Registrant and
                 Bramwell Capital Corp., dated March 28, 2002.(20)
          4.15   Warrant to Purchase Common Stock between the Registrant and
                 Halifax Fund, L.P., dated March 28, 2002.(20)
          4.16   Security Agreement between the Registrant and Infineon
                 Technologies, AG, dated March 28, 2002.(20)
          4.17   Amendment No. 1 to Share Purchase Agreement between
                 Registrant and Infineon Technologies, AG, dated March 28,
                 2002.(20)
          4.18   Amendment No. 1 to Registration Rights Agreement between
                 Registrant and Infineon Technologies, AG, dated March 28,
                 2002.(20)
          4.19   Registration Rights Agreement between the Registrant and
                 Bramwell Capital Corp. and Halifax Fund, L.P., dated
                 March 28, 2002.(20)

         10.1    Registrant's Amended and Restated 1986 Stock Option Plan and
                 forms of Incentive Stock Option Agreement, Non-statutory
                 Stock Option Agreement and Stock Purchase Agreement.(3)
         10.2    Registrant's Amended 1989 Non--statutory Stock Option Plan
                 and forms of Non-statutory Stock Option Agreement and Stock
                 Purchase Agreement.(4)
         10.3    1995 Stock Option Plan and forms of Incentive Stock Option
                 Agreement and Non-statutory Stock Option Agreement.(5)
         10.4    Amendment No. 1 to Registrant's 1989 Non-statutory Stock
                 Option Plan dated October 24, 1996.(1)
         10.5    Amendment No. 1 to Registrant's Amended and Restated 1986
                 Stock Option Plan dated October 24, 1996.(1)
         10.6    Amendment No. 1 to Registrant's 1995 Stock Option Plan dated
                 October 24, 1996.(1)
        *10.7    Joint Development Agreement between Fujitsu Limited and the
                 Registrant dated March 5, 1999.(6)
        *10.8    Second Amendment to FRAM Technology License Agreement
                 between Fujitsu Limited and the Registrant dated
                 September 20, 1999.(10)
        *10.9    Settlement and License Agreement dated November 9, 1999
                 between NEC and Enhanced Memory Systems, Inc., a subsidiary
                 of the Registrant.(8)
         10.10   Amendment No. 2 to Registrant's 1995 Stock Option Plan dated
                 December 22, 1999.(10)
         10.11   Registrant's 1999 Stock Option Plan.(10)
         10.12   Employment Agreement effective January 1, 2000  between the
                 Registrant and L. David Sikes, dated January 18, 2000.(11)
        *10.13   Agreement between Infineon Technologies AG and Enhanced
                 Memory Systems, Inc., a subsidiary of the Registrant, as
                 amended, dated January 26, 2000.(9)
        *10.14   Agreement between Infineon Technologies AG and the
                 Registrant, as amended, dated as of January 26, 2000.(13)

                                    Page-50
<PAGE>
        *10.15   Manufacturing Agreement between the Registrant and Hewlett-
                 Packard dated May 26, 2000.(14)
         10.16   Stock Purchase Agreement between Infineon Technologies AG
                 and Registrant dated December 14, 2000.(13)
         10.17   Amendment No. 2 to Registrant's Amended and Restated 1986
                 Stock Option Plan, as amended, dated July 25, 2000.(15)
         10.18   Amendment No. 2 to Registrant's 1989 Non-statutory Stock
                 Option Plan, as amended, dated July 25, 2000.(15)
         10.19   Amendment No. 3 to Registrant's 1995 Stock Option Plan,
                 as amended, dated July 25, 2000.(15)
         10.20   Amendment No. 1 to Registrant's 1999 Stock Option Plan,
                 as amended, dated July 25, 2000.(15)
        *10.21   Technology and Service Agreement between Infineon
                 Technologies AG and the Registrant, dated December 14,
                 2000.(15)
         10.22   Amendment to Employment Agreement between the Registrant and
                 L. David Sikes, dated December 14, 2000.(15)
         10.23   Employment Agreement effective December 14, 2000 between
                 Registrant and William W. Staunton, dated February 2,
                 2001.(15)
         10.24   Employment Agreement effective January 1, 2001  between the
                 Registrant and Greg B. Jones, dated February 2, 2001.(15)
         10.25   Employment Agreement effective January 1, 2001  between the
                 Registrant and LuAnn D. Hanson, dated February 2, 2001.(15)
         10.26*  Joint Development and License Agreement between the
                 Registrant and Texas Instruments, dated August 14, 2001.(18)
         10.27*  FRAM Technology License Agreement between the Registrant
                 and NEC Corporation, dated November 15, 2001.(19)
         10.28   Amendment to Employment Agreement effective December 14,
                 2000 between Registrant and William W. Staunton, dated
                 December 12, 2001.(19)
         10.29   Amendment to Employment Agreement effective January 1, 2001
                 between the Registrant and Greg B. Jones, dated December 12,
                 2001.(19)
         10.30   Amendment to Employment Agreement effective January 1, 2001
                 between the Registrant and LuAnn D. Hanson, dated
                 December 12, 2001.(19)

         23.1    Independent Auditors' Consent
         23.2    Information Regarding Consent of Arthur Andersen LLP

         21.1    Subsidiaries of Registrant

         99.1    Teaming Agreement, dated March 2, 2001, between Ramtron
                 International Corporation and National Scientific
                 Corporation.(17)

         99.2*  Volume Purchase Agreement between Ampy Automation Digilog
                Limited and the Registrant dated July 24, 2000.(21)

                                    Page-51
<PAGE>
         99.3   Assurance Letter Pursuant to Securities and Exchange
                Commission Release Nos. 33-8070; 34-45590; 35-27503; 39-2395;
                IA-2018; IC-25464; FR-62; File No. S7-03-02.(19)

         99.4   Certification of Principal Executive Officer pursuant to
                18 U.S.C. SECTION 1350, as adopted pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.

         99.5   Certification of Principal Financial Officer pursuant to
                18 U.S.C. SECTION 1350, as adopted pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.

*  Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted
and separately filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 or Rule 406.
-----------

(1)  Incorporated by reference to the Company's Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 1996 filed
     with the Securities and Exchange Commission on March 26, 1997.

(2)  Incorporated by reference to the Company's Amendment No. 1 to the Annual
     Report on Form 10-K (Commission File No. 0-17739) for the year ended
     December 31, 1996 filed with the Securities and Exchange Commission on
     August 29, 1997.

(3)  Incorporated by reference to the Company's Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended June 30, 1991, filed
     with the Securities and Exchange Commission on September 30, 1991.

(4)  Incorporated by reference to the Company's Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 1994 filed
     with the Securities and Exchange Commission on April 17, 1995.

(5)  Incorporated by reference to the Company's Form S-1 Registration
     Statement (Registration No. 33-99898) filed with the Securities and
     Exchange Commission on December 1, 1995.

(6)  Incorporated by reference to the Company's Form 10-Q (Commission File
     No. 0-17739) for the quarter ended March 31, 1999 filed with the
     Securities and Exchange Commission on May 14, 1999.

                                    Page-52
<PAGE>
(7)  Incorporated by reference to the Company's Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on August 31,
     1999.

(8)  Incorporated by reference to the Company's Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on
     November 16, 1999.

(9)  Incorporated by reference to the Company's Form 8-K (Commission File No.
     0-17739) filed with the Securities and Exchange Commission on
     February 18, 2000.

(10)  Incorporated by reference to the Company's Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 1999
      filed with the Securities and Exchange Commission on March 29, 2000.

(11)  Incorporated by reference to the Company's Amendment No. 1 to the
      Annual Report on Form 10-K (Commission File No. 0-17739) for the year
      ended December 31, 1999 filed with the Securities and Exchange
      Commission on April 28, 2000.

(12)  Incorporated by reference to the Company's Amendment No. 2 to Form 8-K
      (Commission File No. 0-17739) filed with the Securities and Exchange
      Commission on July 24, 2000.

(13)  Incorporated by reference to the Company's Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      December 22, 2000.

(14)  Incorporated by reference to the Company's Form 10-Q (Commission File
      No. 0-17739) for the quarter ended June 30, 2000 filed with the
      Securities and Exchange Commission on August 14, 2000.

(15)  Incorporated by reference to the Company's Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2000
      filed with the Securities and Exchange Commission on March 30, 2001.

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

(17)  Incorporated by reference to the Company's Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      June 8, 2001.

(18)  Incorporated by reference to the Company's Amendment No. 1 to
      Form 10-Q (Commission File No. 0-17739) for the quarter ended
      September 30, 2001 filed with the Securities and Exchange Commission on
      November 13, 2001, as amended on August 2, 2002.

                                    Page-53
<PAGE>
(19)  Incorporated by reference to the Company's Annual Report on Form 10-K
      (Commission File No. 0-17739) for the year ended December 31, 2001
      filed with the Securities and Exchange Commission on March 29, 2002,
      as amended on June 17, 2002.

(20)  Incorporated by reference to the Company's Form 8-K (Commission File
      No. 0-17739) filed with the Securities and Exchange Commission on
      April 4, 2002.

(21)  Incorporated by reference to the Company's Amendment No. 2 to
      Form 10-Q (Commission File No. 0-17739) for the quarter ended
      March 31, 2002 filed with the Securities and Exchange Commission on
      May 10, 2002, as amended on July 23, 2001.

(b)  Reports on Form 8-K:

     On March 15, 2002, the Registrant filed a report on Form 8-K.  The items
     reported were Item 5 - "Other Events" and Item 7 - "Financial Statements
     and Exhibits."

     On April 4, 2002, the Registrant filed a report on Form 8-K.  The items
     reported were Item 5 - "Other Events" and Item 7 - "Financial Statements
     and Exhibits."

     On July 26, 2002, the Registrant filed a report on Form 8-K.  The items
     reported was Item 4 - "Changes in Registrant's Certifying Accountant."

     On July 31, 2002, the Registrant filed a report on Form 8-K.  The items
     reported was Item 5 - "Other Events."

     On February 27, 2003, the Registrant filed a report on Form 8-K.  The
     items reported were Item 5 - "Other Events" and Item 7 - "Financial
     Statements and Exhibits."

                                    Page-54
<PAGE>
                                 SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the County of
El Paso, State of Colorado, on March 31, 2003.

                                            RAMTRON INTERNATIONAL CORPORATION

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the date indicated.

Signature                       Title                              Date
--------------------------      ----------------------------    -----------

/S/ Albert J. Hugo-Martinez
---------------------------     Chairman                          3-31-03
Albert J. Hugo-Martinez

/S/ William G. Howard
-------------------------       Director                          3-31-03
William G. Howard

/S/ Eric A. Balzer
-------------------------       Director                          3-31-03
Eric A. Balzer

/S/ Klaus Fleischmann
---------------------------     Director                          3-31-03
Klaus Fleischmann

/S/ Harald Eggers
---------------------------     Director                          3-31-03
Harald Eggers

/S/ William W. Staunton, III
----------------------------    Director and Chief Executive      3-31-03
William W. Staunton, III        Officer

/S/ Greg B. Jones
-------------------------       Director and                      3-31-03
Greg B. Jones                   President-Technology Group

/S/ LuAnn D. Hanson
-------------------------       Chief Financial Officer           3-31-03
LuAnn D. Hanson                 and Vice President of Finance

                                    Page-55
<PAGE>
                          CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF
                        THE SARBANES-OXLEY ACT OF 2002

                         CERTIFICATIONS FOR FORM 10-K

I, William W. Staunton, III, certify that:

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

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual 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
    annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    have:

    (a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within
         those entities, particularly during the period in which this
         annual report is being prepared;

    (b)  evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date
         of this annual report (the "Evaluation Date"); and

    (c)  presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

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

    (a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                                    Page-56
<PAGE>
    (b)  any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
    annual report whether there were significant changes in internal controls
    or in other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.


/S/ William W. Staunton, III
----------------------------
William W. Staunton, III
Chief Executive Officer

Date:  March 31, 2003

                                    Page-57
<PAGE>
                          CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF
                        THE SARBANES-OXLEY ACT OF 2002

                         CERTIFICATIONS FOR FORM 10-K

I, LuAnn D. Hanson, certify that:

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

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual 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
    annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    have:

    (a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within
         those entities, particularly during the period in which this
         annual report is being prepared;

    (b)  evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date
         of this annual report (the "Evaluation Date"); and

    (c)  presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

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

    (a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

                                    Page-58
<PAGE>
    (b)  any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6.  The registrant's other certifying officers and I have indicated in this
    annual report whether there were significant changes in internal controls
    or in other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies
    and material weaknesses.


/S/ LuAnn D. Hanson
----------------------------
LuAnn D. Hanson
Chief Financial Officer

Date:  March 31, 2003

                                    Page-59
<PAGE>