RAMTRON INTERNATIONAL CORP, 10-K, 1998-03-30

RAMTRON INTERNATIONAL CORP
10-K, 1998-03-30
SEMICONDUCTORS & RELATED DEVICES

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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, 1997

/ / 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:

Common Stock ($.01 par value)
(Title of Class)

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 / /

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. / /
<PAGE>
As of March 20, 1998, 37,953,772 shares of the Registrant's Common
Stock were outstanding. The aggregate market value of Registrant's Common
Stock held by non-affiliates (based upon the closing price of the Common
Stock, as reported on the Nasdaq Stock Market on March 20, 1998) was
approximately $178,000,000.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant's definitive proxy statement (the "Proxy Statement") to be
prepared pursuant to Schedule 14A and filed in connection with solicitation of
proxies for its Annual Meeting of Stockholders, to be held on May 28, 1998, is
incorporated by reference into Part III of this Annual Report on Form 10-K.

PART I

Item 1. BUSINESS

THE COMPANY

Ramtron International Corporation and its subsidiaries ("Ramtron" or the
"Company") are engaged primarily in the design, development, manufacture and
sale of specialty high performance semiconductor memory devices. Ramtron has
two product lines, ferroelectric nonvolatile random access memory ("FRAM"
(registered trademark)) products and high-speed DRAM (dynamic random access
memory) products, called Enhanced-DRAM ("EDRAM" (registered trademark))
products. A glossary of certain technical terms can be found on page 20.

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. The Company's principal executive offices are
located at 1850 Ramtron Drive, Colorado Springs, Colorado 80921, and its
telephone number is (719) 481-7000.

The Company has two wholly owned subsidiaries, Enhanced Memory Systems, Inc.
("EMS"), which was established in May 1995, and Ramtron Kabushiki Kaisha
("Ramtron K.K."), which was established in July 1996. The Company formed
EMS to operate its EDRAM business. The Company formed Ramtron K.K. to perform
sales and marketing functions within Japan for the Company's products and to
act as a liaison between the Company and its Japan alliance partners. To
date, Ramtron K.K. has had only limited operations.
<PAGE>
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 forward-looking statements relate
to, among other things, expectations of the business environment in which
Ramtron operates, projections of future performance, perceived opportunities
in the market and statements regarding the Company's mission and vision. 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.

FRAM PRODUCTS

BACKGROUND

Ramtron's FRAM technology integrates ferroelectric materials with standard
semiconductor chip design and manufacturing technology to provide read/write
and nonvolatile memory products with unique performance characteristics and
properties. Ramtron's FRAM devices combine data nonvolatility 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.

The Company believes that its FRAM technology is a significant innovation in
comparison with other major semiconductor memory solutions. FRAM technology
enables product attributes that are not otherwise available in a single
semiconductor product and, in some cases, these attributes are not available
even by combining multiple technologies.

Semiconductor memories are divided into two classes, volatile and nonvolatile.
Volatile devices require continuous application of power to retain data while
nonvolatile memories do not. Volatile memories are typically random access
memory ("RAM") while most nonvolatile memories are a form of read only
memory ("ROM"). Each category has different benefits and disadvantages and
consequently are not interchangeable. It is not uncommon to find both product
categories used within the same system.

DRAMs are the most common memory device because of their flexibility, large
capacity and low manufacturing cost. DRAMs are primarily used as the main
memory in general purpose computers for temporary storage of programs and data
while the system is powered. Nonvolatile memories are used to store programs
and data for fixed purpose computers where the memory changes infrequently.
<PAGE>
Manufacturers of electronic products desire a semiconductor memory solution
that can cost-effectively provide both the read/write capabilities of RAM with
the nonvolatility of ROM. Characteristics of an ideal memory include:
(i) fast read/write speed; (ii) ability to endure a high number of read/writes
cycles; (iii) nonvolatility; (iv) cost effectiveness; (v) minimal power
consumption; (vi) high density and (vii) minimal form factor. There currently
are no memory products in the market that provide a solution for customers
that require all of these benefits. To address the inherent limitations of
RAMs and ROMs, various combinations of the two are used in most electronic
systems to accomplish an acceptable level of memory storage, data access and
cost. Such product combinations and design strategies often result in
increased manufacturing and assembly costs, reduced performance and/or product
limitations. Current alternative nonvolatile products on the market include:

Electrically Erasable Programmable Read Only Memory ("EEPROM"), which can
be erased and reprogrammed electrically within the system, but has limited
writes (in the thousands), needs substantial power to perform a write function
and is very slow to reprogram.

Integrated Battery Backed Static RAM ("BBSRAM"), which is a volatile
SRAM device coupled with a lithium battery which maintains power to the SRAM
when system power is absent. This device provides high-speed read/write rates
and nonvolatile memory storage, but the relatively large size of the SRAM
memory cell and the attached battery render the device expensive and bulky for
installation on a board, and the reliability of batteries cannot be adequately
tested prior to installation.

Nonvolatile RAM ("NVRAM"), which consists of an SRAM and an EEPROM
incorporated in a single semiconductor device, enables the device to
provide both the high-speed read/write rates and read/write endurance typical
of SRAM and the nonvolatile memory retention of EEPROM. However, the
complexity of NVRAM devices and the relatively high power and slow write from
the SRAM to the EEPROM before power is lost make it too costly and unreliable
for most commercial applications.

Flash Memory is an alternative to future FRAM products with 256-kilobits
and greater density. Flash memory offers the reprogrammability of EEPROM and,
because it uses a smaller memory cell than EEPROM, may cost less to
manufacture. However, it requires high power to write, is slow to reprogram
and has limited writes similar to an EEPROM.
<PAGE>
CHARACTERISTICS OF FRAM PRODUCTS

Ramtron's FRAM products provide in a single component the high-speed
read/write characteristics and efficiencies of RAM with the nonvolatile memory
storage capability of ROM. By integrating the nonvolatile properties of its
ferroelectric materials with an industry standard CMOS semiconductor memory
manufacturing process, Ramtron has produced component-level nonvolatile RAM
products. The nonvolatile storage element in FRAM memories is a capacitor
that is integrated between the transistor and metalization layers of a typical
CMOS manufacturing process and is constructed from a thin film ferroelectric
between two metal electrodes. Ferroelectric materials inherently function in
a nonvolatile manner within a semiconductor memory device because they become
polarized when an electric field is applied and remain polarized after the
electric field is removed. Reversing the field causes spontaneous
polarization in the opposite direction. The positive or negative state of the
material can be sensed by the interaction of an applied electric field with
the material's polarization, thereby allowing for the storage of binary
digital information. Notwithstanding the theoretical simplicity of
nonvolatile ferroelectric memories, it took Ramtron over eight years to
be the first Company to produce such memories in commercial volumes. High-
density FRAM memories, if they can be developed and commercially produced in a
timely and cost-effective manner, have the potential to impact significantly
the semiconductor memory industry. The advantages of Ramtron's FRAM products
include:

Fast write time. Because a FRAM device works by polarization rather than
stored-charge, it has very fast write speeds measured in nanoseconds
(billionths of a second) rather than milliseconds for EEPROMs or Flash
memories.

High write endurance. FRAM products deliver more than 10 billion
read/write cycles.

Nonvolatile retention. FRAM products can retain data without a power
source for as much as ten years under normal operating conditions.

Small form factor. Batteries, extra transistors, sockets or add-on
devices are unnecessary since nonvolatility is inherent in the ferroelectric
material.

Minimal power. FRAM devices have extremely low power demands (2 to 20
times less active current than alternative nonvolatile solutions) and require
less standby current.
<PAGE>
FRAM PRODUCTS

Ramtron was the first company to introduce ferroelectric technology in
commercial memory products beginning with a 4 kilobit parallel interface
product in late 1992. This product established volume production and
demonstrated the benefits of FRAM in a commercial application. Based on this
success, the Company was able to broaden its product line and establish a
merchant market presence. Today the Company offers a group of serial
interface FRAM memories that resemble EEPROM equivalents. It also offers
several custom designed radio frequency identification ("RFID") devices.
These products are manufactured using the Company's proprietary FRAM
technology. The Company sold $1.6 million of FRAM products in 1997.

In order to accelerate market acceptance, the Company developed the serial
products based on industry standard EEPROM circuits. These products are
offered in 4 kilobit and 16 kilobit densities with selected industry standard
interfaces. The Company produces these products in several industry standard
package types. They compete with EEPROM serial memories with identical pin
configurations. By emulating standard EEPROM products with FRAM technology,
the Company is able to accelerate product evaluation and acceptance by new
customers. However, the products are distinguished from their EEPROM
counterparts by faster write times, higher write endurance (number of
permitted write cycles) and decreased power requirements. As an example,
comparable EEPROMs perform a single-byte write in 2 to 10 milliseconds where
as a FRAM-based product writes in 200 nanoseconds or 10,000 to 50,000 times
faster. Comparable EEPROMs offer write endurance from 100,000 to 1,000,000
cycles where as a FRAM product offers from 100,000,000 to 10,000,000,000
cycles or 1,000 to 10,000 times greater. Deploying FRAM technology in
industry standard configurations offers substantial benefits in a variety of
industrial and commercial applications. These applications are write
intensive and require collecting data or the frequent alteration of
configuration settings. As a consequence of these feature advantages, the
Company is currently able to command a price premium versus EEPROM in these
selected applications.

In addition to low-density serial memories, the Company produces several
contactless memory products commonly referred to as RFID or Radio Frequency
Identification products. These devices are so named because they provide
memory read and write access without direct electrical connection. Instead,
the device is powered by and communicates via a radio frequency ("RF")
energy field. As an RFID device enters the radio field, the power supplied by
that field is used to power the device. A host then communicates with the
RFID device by modulating the radio field. FRAM technology offers a
substantial advantage in RFID type devices due to its low power write
operation and its fast write capability. Other writeable nonvolatile
technologies such as EEPROM and Flash require high voltage and power to
perform a write function. In an RFID application, the power available to a
device is strongly related to the distance from the host RF transmitter. Due
to the limited power available in an RF field, the distance at which an RFID
device can be written is a function of the power that it consumes. FRAM
<PAGE>
technology, with its low power consumption, provides substantially longer
write distances than EEPROM in any given application. The fast write
capability is also beneficial in applications where transaction time is
critical. An example of this type of application is a smart card. When
performing a financial transaction, the host system must write to the smart
card memory. FRAM allows such transactions to proceed much faster than an
EEPROM based smart card. Current RFID products are custom developed for
individual customers in several end-market segments. The Company is
continuing to cultivate such custom opportunities and may in the future
develop standard RFID products to be offered to multiple customers.

The Company anticipates a substantial increase in its available manufacturing
capacity from its licensing partners. In preparation for this change, the
Company is developing several new products that are expected to provide future
revenue growth. Prototypes of a 64 kilobit parallel FRAM memory have been
produced in the Company's captive Colorado Springs facility. The Company
intends to commercialize this product by producing it at one or more external
licensing partner foundries. In cooperation with its partner Hitachi Ltd.
("Hitachi"), the Company has developed a 256 kilobit parallel FRAM memory.
In cooperation with its partner Fujitsu Limited ("Fujitsu"), the Company has
developed an advanced 1 transistor - 1 capacitor ("1T1C") version of a
1 megabit parallel memory. Manufacturing and commercialization plans for
these products are closely associated with each individual foundry partners
process development activities, the timing and results of which are uncertain
at this time. The Company intends to continue developing new products as it
gains visibility into the available manufacturing capacity of each of its
foundry partners.

The manufacturing costs of FRAM products are presently higher than those of
competing products. The Company and its strategic alliance 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.

DEVELOPMENT AND MANUFACTURING ALLIANCES

To gain access to advanced CMOS manufacturing processes and facilities,
Ramtron has entered into manufacturing alliances and licensing agreements for
FRAM products with certain well capitalized companies having or constructing
advanced memory product manufacturing capabilities, including Rohm Company,
Ltd. ("Rohm"), Hitachi, Toshiba Corporation ("Toshiba") and Fujitsu.
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-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 for resale to the Company's customers. Such
products are expected to be manufactured at a lower cost, improved performance
and higher volume then is achievable in the Company's captive facility.
<PAGE>
HITACHI. In April 1994, Ramtron and Hitachi entered into a five-year
agreement to develop jointly standard high-density FRAM products, initially
with a density of 256 kilobits. In September 1995, the agreement was amended
to cover the development of FRAM embedded products other than standard memory
devices and in January 1998, the agreement was amended to include the RFID
applications of the FRAM technology. Hitachi is presently working to optimize
their FRAM manufacturing process and is also characterizing a 256-kilobit FRAM
product with final characterization for commercialization expected to occur
during 1998. After characterization is achieved, Hitachi is expected to begin
commercially manufacturing 256-kilobit FRAM products, although the Company can
give no assurances that Hitachi will be able to achieve such development and
manufacturing expectations or in the time provided. Under the joint
development agreement, Ramtron granted Hitachi a nonexclusive, worldwide,
perpetual license to utilize Ramtron's FRAM technology to develop, design, use
and sell high-density FRAM products and Hitachi granted Ramtron a similar
license with respect to any high-density FRAM technology solely developed and
owned by Hitachi. Jointly developed technology, and any related patent
rights, will be jointly owned. Hitachi agreed to pay Ramtron fixed license
fees for its licensed rights. Hitachi is also required to pay a royalty on
net sales to third parties of FRAM products manufactured by Hitachi, which
royalty rate is fixed for five years from the date of first shipment of
256-kilobit FRAM products by Hitachi and thereafter is subject to the
agreement of the parties. The parties entered into a memorandum of
understanding (subject to the execution of definitive agreements) providing
that if Hitachi decides in its sole discretion to establish FRAM production
capacity for standard and non-standard FRAM products, then Ramtron is to be
allocated 25% to 33% of Hitachi's ferroelectric process capacity for standard
and non-standard FRAM products (up to a specified number of wafers per month),
subject to reaching agreement on business terms including price, delivery
schedule and quantities.

ROHM. In April 1993, Ramtron and Rohm, a Japanese semiconductor company,
agreed to cooperate in a multiphase alliance to expand the market for low-
density FRAM products. In August 1994, Ramtron and Rohm expanded their
relationship to include certain licensing and manufacturing arrangements to
establish Rohm as a second-source manufacturer for low-density FRAM products.
Under the current agreement, Rohm has agreed to manufacture standard and
custom low-density FRAM products and supply such FRAM products to Ramtron.
Ramtron has the right to purchase up to 30% of Rohm's capacity of production
wafers for FRAM products, which Ramtron may adjust upward or downward by 9
percentage points depending upon Ramtron's projected product sales. Rohm has
been granted a nonexclusive, worldwide, perpetual license to Ramtron's FRAM
technology and improvements thereto to design, develop, manufacture and sell
FRAM products pursuant to a royalty arrangement with Ramtron based on net
sales to third parties, subject to certain limitations on the quantity of FRAM
product wafers Rohm may manufacture. Rohm agreed to pay license fees for the
licensed rights, a portion of which have been paid and the remainder of which
are payable upon achievement of certain manufacturing milestones. The Company
began receiving shipments of FRAM product memories manufactured by Rohm in
February 1998 and volume production is expected to begin during the second
quarter of 1998, although the Company can give no assurance that Rohm will be
able to achieve such manufacturing expectations in the time provided.
<PAGE>
TOSHIBA. In July 1995, the Company entered into a FRAM Technology License
Agreement with Toshiba for the design, development, manufacture, use and sale
of high-density FRAM products. Under the agreement, Ramtron granted to
Toshiba a nonexclusive, worldwide, perpetual license to the FRAM technology,
improvements and related intellectual property rights to design, develop,
manufacture, use and sell FRAM products with 256 kilobits or greater
densities, and Toshiba granted to Ramtron a license to use Toshiba's
improvements in the FRAM technology. Toshiba also has the right to use the
licensed FRAM technology in certain radio frequency identification devices
after December 31, 1998. Under the agreement, Toshiba is required to pay
license fees, a portion of which were paid and the remainder of which are
payable upon achievement of certain manufacturing milestones. Toshiba is
required to pay royalties to Ramtron based on its net sales of FRAM products
over a ten-year period beginning with the first shipment of commercial
product. The parties also agreed that, pursuant to a separate agreement to be
executed prior to Toshiba achieving commercial manufacturing, Toshiba will
manufacture and sell to Ramtron standard and other FRAM products on terms to
be agreed between the parties.

FUJITSU. In December 1995, the Company and Fujitsu entered into a FRAM
Technology License Agreement. The Company granted to Fujitsu in that
agreement a nonexclusive, worldwide, perpetual license to use the FRAM
technology to develop, manufacture, use and sell standard memory FRAM
products. Upon execution of the agreement, Fujitsu paid to the Company an up-
front license fee. The agreement provides for Fujitsu to make royalty
payments based on its sales of FRAM products for a specified period from the
date of Fujitsu's first sale of FRAM products. The agreement also provides
for the cross-license by Fujitsu and the Company of their respective
improvements in the FRAM technology and the joint ownership of jointly
developed technology. The agreement further provides for the Company and
Fujitsu to enter into a foundry agreement. The Company will have the right
under the foundry agreement for a specified period of time to purchase an
agreed portion of Fujitsu's monthly FRAM production capacity, subject to
certain limits. In August 1996, the Company and Fujitsu entered into an
amendment to the FRAM Technology License Agreement to include the use of such
technology in the development, manufacture and sale of embedded memory FRAM
products (other than in RFID applications). The amendment also provides for
Fujitsu to make royalty payments based on its sales of such products and for
Ramtron to have the right (under the foundry agreement to be entered into
between the Company and Fujitsu under the FRAM Technology License Agreement)
for a specified period of time to purchase an agreed portion of Fujitsu's
monthly production capacity for such products, subject to certain limits.

SAMSUNG. In December 1996, the Company and Samsung Electronics Co., Ltd.
("Samsung") entered into a FRAM License Agreement for the manufacture and
sale of FRAM products. Under the agreement, Ramtron granted to Samsung a
worldwide, perpetual, nonexclusive, nontransferable, nonsublicensable, right
and license to use certain Ramtron intellectual property rights and
improvements in connection with the sale of FRAM Products, including RFID
devices, and Samsung granted to Ramtron a license to use Samsung's
improvements in the FRAM technology. Under the agreement, Samsung is required
to pay fixed license fees, all of which have been paid. Samsung is required
to pay royalties to Ramtron based on its net sales of non-RFID FRAM products
over a ten-year period commencing on December 20, 1997. Royalties payable to
Ramtron for RFID FRAM products are payable over the life of the Ramtron
intellectual property rights granted under the agreement.
<PAGE>
SGS-THOMSON. In February 1997, the Company and SGS-Thomson Microelectronics
SA ("SGS-Thomson") finalized a non-binding FRAM technology Memorandum of
Understanding (the "MOU"). Such MOU expired on June 30, 1997 pursuant to
the terms of the agreement. The Company and SGS-Thomson have negotiated an
extension to the original MOU which incorporates expanded terms from the
original MOU and extends the term of such MOU to March 31, 1998. Pursuant to
the terms of the MOU, under Phase One of the collaboration, Ramtron will
process SGS-Thomson base silicon wafers using proprietary ferroelectric
technology to create CMOS 64-kilobit nonvolatile FRAM memory devices. Upon
successful completion of integrating Ramtron's technology with SGS-Thomson's
manufacturing capability, both parties intend to proceed with the second phase
of the program, which includes certain manufacturing and licensing
initiatives. Phase three of the agreement anticipates an expansion of the
license between Ramtron and SGS-Thomson.

ASAHI. In December 1997, the Company and Asahi Chemical Industry Co., Ltd.
("Asahi") entered into an agreement to develop and manufacture the Company's
FRAM memory technology. Under Phase One of the agreement, the parties agreed
to cooperatively develop and manufacture a prototype FRAM memory. Under Phase
Two of the agreement, if Asahi elects to commercialize the FRAM technology
developed in Phase One, a manufacturing capability at Asahi may be
established and Ramtron at that time will grant a FRAM royalty bearing license
to Asahi for memory densities up to 64-kilobits. Upon execution of the
agreement, Asahi paid to the Company an up-front development fee. The
agreement also calls for fees to be paid at the completion of Phase One of the
agreement and, if Asahi elects to proceed to Phase Two of the agreement,
certain additional fees are to be paid to the Company for a license to the
FRAM technology and for certain other development activities pursuant to the
terms of Phase Two of the agreement.

STRATEGY FOR FRAM PRODUCTS

As Ramtron shifts its production to outside foundries that either make
products for themselves and/or provide fabrication capacity to others, the
basis for competition changes. As a consequence of these changes, the Company
has identified a competitive strategy with three elements. They are (1)
strategic product selection; (2) strategic partner selection; and (3) Ramtron
analytical design system competence.

STRATEGIC PRODUCT SELECTION. Ramtron is continuously identifying product
development opportunities according to several considerations including
overall market conditions and visibility into its alliance partners' plans.
The latter issue has a particularly large impact on development and product
strategy. Considering the size difference between Ramtron and its partners,
the Company believes that it is critical to identify appropriate development
programs and target products. Based on its current understanding of these
conditions, the Company has grouped current product plans into three areas.
They include standard memory, RFID and niche products. These areas provide
attractive market opportunities while allowing Ramtron to effectively compete
in the market amongst its partners. The Company will be flexible in product
planning as it adapts to the commercial intentions of its partners.
<PAGE>
STRATEGIC PARTNER SELECTION. The Company will establish a preference for
partners that serve a strategic interest to the Company by providing
complementary technology, production capacity, or market access. As the
Company's FRAM technology becomes widely accepted, the Company anticipates new
partnership opportunities. Ramtron will continue to license technology and
form partnerships with selected industry suppliers and customers.

RAMTRON ANALYTICAL DESIGN SYSTEM COMPETENCE. The Company believes that its
product design expertise, particularly in the application of FRAM technology
is a unique competence. It is the Company's intention to invest considerably
to maintain this advantage. Ramtron believes that its current design system
permits the Company to bring FRAM based products to market faster than the
competition and to minimize the cost of 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. The Company will invest to upgrade its design automation to
further improve productivity.

COMPLEMENTARY FERROELECTRIC APPLICATIONS AND TECHNOLOGY

Ramtron's FRAM technology has product applications other than stand alone
memory devices. For example, microcontrollers, programmable logic devices and
radio wave 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 the Company's focus of resources
from the development of FRAM products, Ramtron has licensed its ferroelectric
technology to, and entered into joint ventures with other companies. Ramtron
also intends to internally develop and market certain products designed for
these specific applications. In addition, the Company is continuing to
research and develop ferroelectric material compositions with the aim to
further enhance the performance advantages of FRAM memories relative to
alternative memory solutions (e.g., longer write endurance and lower power
consumption).

RACOM/INTAG. In April 1997 the Company signed an agreement with Racom
Systems, Inc. ("Racom") and Intag International Limited ("Intag") to
significantly increase the availability of Ramtron's ferroelectric random
access memory (FRAM) technology for use in RFID markets and applications. The
agreement shall terminate upon the expiration of any effective rights
protecting the licensed technology. The agreement replaces all preexisting
licensing and supply agreements and memorandums of understanding between the
parties. Under the agreement, Racom retained its rights to use Ramtron's
ferroelectric random access memory technology for use in RFID applications and
Racom's right to sublicense such technology for manufacturing purposes has
been limited to no more than five (5) parties pursuant to Ramtron's approval
of such sublicensees. As of March 20, 1998, Racom has sublicensed to three
separate companies. Under the agreement, Racom was also granted unlimited
<PAGE>
sublicensing rights for design, development and selling of RFID products with
Ramtron's approval. Ramtron has agreed to coordinate its own licensing
activities of FRAM technology, including the unrestricted licensing of FRAM
technology for use in RFID applications, with Racom, until such time as Racom
completes its five (5) full sublicensing agreements. Pursuant to the
agreement, the Company also granted to Intag the right to manufacture and use
the Company's ferroelectric random access memory technology for use in RFID
applications with no right to sublicense such technology for manufacturing
purposes but with unlimited sublicensing rights for design, development and
selling of RFID products with Ramtron's approval. Under the agreement,
Ramtron's licensees and/or their current or future sublicensees shall grant a
license back to the Company on any improvements developed by such licensees
and/or sublicensees concerning ferroelectric technology. The parties to the
agreement have agreed to share, with certain limitations, future licensing and
royalty revenues associated with such ferroelectric RFID licensing activities.
As of December 31, 1997, Ramtron's beneficial ownership interest in Racom was
approximately 37%.

SYMETRIX. In October 1992, the Company and Symetrix Corporation
("Symetrix") entered into a Technology Agreement. Symetrix is a technology
support company that is engaged in the development of a class of
ferroelectric materials called Y-1 for use in memory products. In August
1995, Ramtron and Symetrix entered into a Ferroelectric Cross License
Agreement (the "Cross License Agreement") which superseded the 1992
Technology Agreement. The Cross License Agreement provides Ramtron with
the right to use Symetrix's ferroelectric technology and certain rights to
sublicense that technology, and Symetrix with the right to use Ramtron's
ferroelectric technology and certain rights to sublicense that technology for
use with only the Y-1 class of materials, with certain limited exceptions and
on a non-exclusive, worldwide basis to make, use and sell Y-1 based
ferroelectric integrated circuit memories. Each party must pay the other
royalties, with certain requirements and limitations, on sales of
ferroelectric integrated circuit memories incorporating the other party's
technology, and on sales by sublicensees, and Ramtron is required to pay a
technology transfer fee to Symetrix in four equal annual installments
commencing 60 days after the effective date of the 1995 agreement.

FRAM MARKETS

SALES CHANNEL. The Company markets standard FRAM memory products via
commercial semiconductor sales channels including manufacturers
representatives and industrial distributors. Such activity is conducted in
major markets around the world. Customers are distributed regionally, in
size, and in end-use industry. Using its captive fabrication, the Company has
produced a limited quantity of product that has enabled the development of
these sales channels. The Company anticipates largely using these existing
channels for the sales and distribution of product from its external foundry
sources. The Company supports the sales channels with directly employed sales
managers that have regional responsibility. Sales of FRAM product are
expected to conform to the overall semiconductor industry in seasonal sales
patterns.
<PAGE>
CURRENT FRAM MARKETS. The market for existing serial FRAM products closely
mirrors the market for serial EEPROM products. As examples, the Company sells
products into the industrial sector in applications such as electric power
meters; the computing sector in applications such as laser printers; and the
communication sector in applications such as electronic telephones. The
market for RFID products includes asset tagging, WIP travelers, baggage tags,
and transportation fare collection. A significant improvement in FRAM product
manufacturing cost and capacity structure will enable the Company to target
further penetration into existing markets and to develop new markets.

COMPETITION

In order to accelerate the market acceptance of FRAM technology and Ramtron
products, the Company has followed a strategy of using FRAM technology to
create products that, when substituted for industry standard products such as
EEPROM, achieve certain performance benefits. This serves to simplify
customer evaluation and design-in of FRAM products. It is a traditional
approach for introducing new technology that greatly accelerates the process
and improves the probability of a successful introduction. The disadvantage
is that the Company must compete directly with vendors of alternate memory
types and that not all the potential benefits of the FRAM product may be
completely exploited through such substitution.

Since the competition is based on industry standard products with multiple
sources, the basis for competition is price, availability, customer
relationships and customer service. Competition on these factors is intense.
The Company competes with major corporations having substantially greater
resources in technical, financial, production, marketing and management
categories such as SGS-Thomson, Motorola, Inc., Hitachi, Dallas Semiconductor,
Atmel Corp., Microchip Technology Inc., Xicor Inc., Rohm and Benchmarq
Microelectronics Inc. Using the Company's FRAM technology, Ramtron introduces
product performance as a new competitive factor which has varying importance
depending on the customer and the application. During the past year, several
memory categories have experienced severe price erosion as a result of over
capacity. To date, Ramtron has not been adversely affected by such erosion
due to the substantial performance advantage of its products. The Company
will continue this strategy of targeting applications where the FRAM
technology attributes reduce competitive pressure. However, as Ramtron seeks
to broaden its customer base and substantially increase its sales volume the
Company will increasingly be affected by industry price pressure. The Company
will continue to emphasize product benefits while its manufacturing partners
work to drive down the cost of production.

In addition to competition with other technologies, the Company expects to be
competing with its licensees and foundry partners. To be competitive, the
Company must therefore continue to develop a low overhead structure, a value
added product line based on proprietary assembly and test, its own customer
relationships and a high level of customer service.
<PAGE>
To develop a sustainable competitive position, Ramtron will develop
proprietary products that exploit fully the FRAM benefits and produce expected
higher margins than more standardized products. The success of this strategy
depends on the Company's ability to design and introduce new products into
production, its competitors plans for new products, and the customer's ability
to deploy such products. A critical factor is the availability of
manufacturing capacity that the Company can use to build these products.

FRAM PRODUCT MANUFACTURING

The Company's FRAM wafer production starts with partially completed standard
CMOS wafers purchased from commercial foundry sources. The Company completes
the manufacture by adding the proprietary FRAM processing steps at its captive
FRAM fabrication line in Colorado Springs. The production capability of the
equipment currently installed in Colorado Springs is limited to 1.0 micron
minimum feature sizes and is operated within a class 10 clean room
environment. As a result, the Company's manufacturing capability lags
industry leaders by several device generations. The age of the equipment
contributes to lower reliability and higher defects, both of which degrade
production yields. A result of comparatively large minimum features and low
yield is greater than industry standard cost. Limitations to both production
capability and capacity have historically caused the Company to minimize its
production of commercial product.

Until the beginning of 1998, the Company relied entirely on its captive
Colorado Springs fabrication facility to produce its products. As the
Company's partners establish production capability, the Company will have
access to their capacity based on contractual agreements associated with its
technology licensing program. In some cases, the details of these production
arrangements are to be determined when the partner's production capability is
established. Rather than the partial production flow used in the Company's
Colorado Springs fabrication facility, the partner foundries will provide
fully processed wafers. A critical factor in the Company's product planning
is the availability and capability of these various fabrication plants. Each
partner will be installing processes and equipment consistent with their own
product plans. Neither the capacity nor the capability of these factories is
under the Company's direct control. In addition, each partner will provide a
different cost structure to the Company for its share of the production. It
is incumbent upon Ramtron to identify a product development and manufacturing
strategy that makes the best use of these diverse production resources. For
this reason, the Company's FRAM manufacturing strategy will evolve as the
Company gains visibility into each of its partners production capability. It
is possible that the Company will not be able or will not elect to use all of
the production capacity to which it has access.

Initially, the Company anticipates that Rohm will be fabricating the majority
of its serial products. This arrangement will provide a substantial increase
in production capacity and an improved cost structure. The initial process
installed by Rohm is a 1.0 micron FRAM line on 6" wafers. The Company
anticipates that Rohm will reduce the minimum feature size to 0.6 microns once
stable production is achieved.
<PAGE>
Particular products will be fabricated by the partner that was instrumental in
their development. For example, the Company will offer a 256-kilobit parallel
product fabricated by Hitachi as soon as that process is available. The
Company believes that Hitachi will build a 0.8 micron process on 6" wafers.
Similarly, the Company has co-developed a 1-megabit FRAM product with Fujitsu.
The Company expects Fujitsu to manufacture this product on a 0.5 micron, 6"
wafer process. In all cases, the Company may seek to manufacture other
products on these lines once they become available.

In the case of proprietary products developed solely by Ramtron, the Company
must identify a source from among its partner foundries that is willing and
able to produce it with an attractive cost structure. In each case, the
Company must negotiate its ability to run such products at a partner foundry
according to the individual manufacturing agreement.

The Company's business may be adversely affected by the unavailability of an
individual foundry partner. However, the Company believes that as a
consequence of numerous foundry relationships, it has more flexibility in the
long-term in producing its products than other similarly sized companies. The
Company believes that the raw materials and services required by its
manufacturing are readily available from multiple sources. However, the loss
of a significant supplier would have an impact on availability and cost of
such material and could result in an impact to the Company's results of
operations.

Once wafers are fabricated by one of several foundries, the Company assembles
and tests the products. These operations are primarily subcontracted to
companies that perform these operations on a relatively large scale. Current
production is subcontracted to two firms operating in Thailand. Such off-
shore subcontracted functions offer significant economic benefits, however,
they introduce substantial risks. The Company expects to receive lower
priority from such subcontractors than larger firms as a result of its 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.

ENHANCED-DRAM PRODUCTS

The Company has developed a family of Enhanced-DRAM ("EDRAM" (registered
trademark)) and Enhanced Synchronous DRAM ("ESDRAM" (trademark)) products
which capitalize on unique architectural and design features to provide what
the Company believes are the highest performance DRAM products available. The
Company currently produces or will be producing EDRAM products under foundry
agreements with Nippon Steel Semiconductor Co. Ltd.("Nippon Steel"), IBM and
Siemens Semiconductors ("Siemens").
<PAGE>
BACKGROUND

Because of their low cost and unlimited random access read/write capability,
DRAMs are the most widely used memory device in computing applications.
Significant improvements in microprocessor ("MPU") speeds and increasing
architectural complexity in computing systems has created a performance
bottleneck at the memory system level due to slow memory access speed and
bandwidth. Because DRAMs operate at slow speeds relative to the MPU, high-
speed static random access memories ("SRAMs") have been used to improve
memory access and retrieval speed. However, the large memory cell size of the
SRAM makes it significantly more expensive than the DRAM. Alternate DRAM
architectures have been developed which use interleaving of several memory
banks such as synchronous DRAM ("SDRAM") 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.

CHARACTERISTICS OF EDRAM PRODUCTS

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 16-megabit ESDRAM products.

The Company's EDRAM and ESDRAM products combine what it believes is the
fastest 4-megabit (25-35 nanosecond) and 16-megabit (22-35 nanoseconds) DRAM
together with a 10-15 nanosecond SRAM and a 2,048 bit-wide integrated DRAM to
SRAM interconnecting bus for the EDRAM and a 4,096 bit-wide integrated DRAM to
SRAM interconnecting bus for the ESDRAM, all on the same chip. The Company's
EDRAMs and ESDRAMs can operate at the high speeds of today's MPUs enabling
systems to operate faster and at a reduced overall system cost when compared
with systems using SRAM cache plus standard DRAM or the alternate DRAM
architectures. Testing of EDRAM-based systems by Ramtron's customers has
shown system performance improvements from 1.3 times to double the improvement
over similar systems with DRAM or DRAM plus SRAM cache. The system
performance of EDRAM and ESDRAM approaches the speed of a complete SRAM memory
system but with significant improvements in cost and density.

The Company's 4-megabit EDRAM components use the same packaging as the
standard DRAM and 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 a standard DRAM SIMM module. This allows
system developers to design higher performance systems using the same
<PAGE>
packaging and control logic technique as slower DRAMS and to design systems
which can use either memory type to provide two performance options. The
Company began selling EDRAMs in commercial volumes in the first quarter of
1993. The EDRAM product has been demonstrated to provide a performance
advantage and a cost effective memory solution for a variety of the highest
performance system applications including personal computer motherboards,
accelerator boards, multiprocessor systems, disk controllers, embedded
computer modules, communication bridge/routers, digital signal processing
systems and video graphic systems.

STRATEGY FOR EDRAM AND ESDRAM PRODUCTS

The Company's strategy is to provide SRAM performance with DRAM density in a
product with significantly lower pricing than SRAMs. A significant portion of
the Company's EDRAM and ESDRAM business is targeted at replacement of fast
(10-15 nanosecond) SRAMs in high performance systems. In these applications,
EDRAM and ESDRAM provides a significant density improvement and a
significantly lower cost/bit than equivalent SRAM products. EDRAM and ESDRAM
provide the customer cost and density advantages while allowing the Company to
command a price premium over slower DRAMs. The added performance features do
not add significantly to production costs when compared to standard DRAMs.

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 workstation and server segment of the mainstream
PC marketplace. The PC market represents the highest volume portion of the
overall DRAM market. The Company's strategy is to serve the highest
performance segments of this market while maintaining higher margins than the
commodity DRAM. This strategy allows the business to achieve the production
volumes necessary to operate an efficient DRAM business while maximizing
profit margins in both served markets.

The Company's plan is to produce EDRAM and ESDRAM products through strategic
alliances and foundry arrangements with major semiconductor companies and to
expand the market for these products by licensing production through multiple
sources. This approach avoids the high capital costs associated with DRAM
manufacturing that would have otherwise been incurred by the Company if it had
chosen to manufacture these products with Company-provided resources. In
order to increase the opportunity to expand licensing opportunities of the
Company's patented technology, the Company proposed the ESDRAM product as a
superset standard at the JEDEC DRAM committee during 1997 and plans to
continue the process of making the ESDRAM into a industry standard during
1998.

During 1997, the Company developed a 16-megabit version of its EDRAM product.
The new product is fully compatible with the industry standard SDRAM products
that became the standard main memory for PC systems during 1997. The new
products use the original EDRAM architecture internally to provide
significantly faster access and retrieval speeds than SDRAM. The product has
been named the Enhanced Synchronous DRAM (ESDRAM). The ESDRAM can replace
SDRAM directly on printed circuit boards and on current DIMM modules and small
<PAGE>
outline dual inline memory modules ("SO DIMMs") currently being used in PC
desktop and notebook computer systems. The new ESDRAM has the same speed as
burst SRAM but with 4-8 times higher density and much lower cost. This will
allow the Company to continue to provide a higher density and lower cost
solution to SRAM products while maintaining a premium over slower DRAMs.

NIPPON STEEL. In May 1995, the Company entered into a Transit Foundry
Agreement with Nippon Steel pursuant to which Nippon Steel agreed to
manufacture and sell 4-megabit EDRAM products to the Company at specified
prices for the Company's resale to its customers. The termination date of the
Transit Foundry Agreement per the terms of the agreement was December 31,
1997, although, at this time, Nippon Steel continues to manufacture EDRAM
products for the Company and is expected to continue to manufacture such EDRAM
products through at least the first quarter of 1998. There is no plan to use
Nippon Steel as a manufacturing resource for the Company's ESDRAM products.

IBM. In April 1995, the Company entered into a five-year agreement with IBM
under which the Company was required to design and qualify, and IBM would
manufacture, completed wafers for the Company's 4-megabit EDRAM products. IBM
began shipping qualified product to the Company during the fourth quarter of
1996. The Company granted to IBM an irrevocable, worldwide, nonexclusive
license to use the Company's EDRAM technology and know-how for the
development, fabrication, lease, sale or transfer of EDRAM products by or for
IBM. IBM also received the unlimited right to manufacture EDRAMs for its
internal consumption on a royalty-free basis, and the right to manufacture an
amount up to two times the Company's total sales of EDRAMs for external sales
on a royalty-free basis. IBM may exceed such limit by paying the Company a
royalty on such EDRAM sales. At the time IBM begins external sales of EDRAM
products to third parties, the Company has the right to purchase from IBM
completed wafers in an amount up to 100% of IBM's previous quarterly sales of
EDRAMs. Pursuant to the current agreement between the Company and IBM, IBM
has agreed to the manufacture of 4-megabit EDRAM products for the Company
through December 1998.

In December 1997, the Company entered into a five-year agreement with IBM
under which the Company will design and qualify, and IBM will manufacture,
completed wafers for the Company's 16-megabit ESDRAM products. The Company
granted to IBM a fully paid-up, irrevocable, perpetual, worldwide, non-
exclusive, non-sublicensable right and license under EMS's licensed technology
to use the Company's ESDRAM technology for the development, fabrication,
lease, sale or transfer of ESDRAM products by or for IBM. IBM also received
the unlimited right to manufacture ESDRAMs for its internal consumption on a
royalty-free basis, and the right to manufacture and sell, measured on a
quarterly basis, an amount up to two times the Company's total sales of
ESDRAMs or up to two times a predetermined monthly wafer start amount,
whichever is greater, for external sales on a royalty-free basis. IBM may
exceed such limit by paying to the Company a royalty on such ESDRAM sales.
The Company has the right to purchase the greater of a predetermined monthly
wafer amount or a quantity of wafers equal to 100% of IBM's previous quarterly
sales of ESDRAM product for external sales. The Company expects IBM to begin
manufacturing the Company's ESDRAM products beginning in the second quarter of
1998.
<PAGE>
SIEMENS. In February 1998, the Company entered into a manufacturing foundry
agreement with Siemens pursuant to which Siemens agreed to manufacture and
sell to the Company at specified prices for the Company's resale to its
customers ESDRAM products or other products using the Company's EDRAM
technology. The manufacturing foundry agreement has an unlimited term. The
Company expects Siemens to begin manufacturing the Company's ESDRAM products
beginning in the second quarter of 1998.

COMPETITION

EMS

In May 1995, Ramtron formed EMS as a wholly owned subsidiary through which the
Company operates its EDRAM and ESDRAM business, including designing, marketing
and selling such products manufactured by third-party manufacturing partners.
The creation of a separate organization serves to focus all of the Company's
non-ferroelectric activities in a single organization. The Company currently
sells twelve 4-megabit EDRAM product configurations with three speed grades,
two temperature ranges, two power supply voltages, and a low standby current
mode. These products include components with 4-megabit by 1, l-megabit by 4
and 512-kilobit by 8 configurations and 7 SIMM modules with 2-megabyte,
4-megabyte, 8-megabyte and 16-megabyte capacities and 4 DIMM modules with
4-megabyte and 8-megabyte capacities. Each product is available with 10, 12
or 15 nanosecond speed. The Company sold $13.0 million of EDRAM products
in 1997.

During 1998, the Company expects to begin shipments of its 16-megabit ESDRAM
products. These products will include 3 product configurations with three
speed grades and two temperature ranges. The products will also include
components with 4-megabit by 4, 2-megabit by 8, and 1-megabit by 16
configurations and 6 DIMM modules with 8-megabyte, 16-megabyte, and 32-
megabyte capacities. Each product will be available with 100, 133, and 166
MHz maximum clock rates.
<PAGE>
The Company expects the EDRAM and ESDRAM products to remain competitive with
fast SRAM and the alternate DRAM architectures (EDO DRAM, SDRAM, RDRAM and
others) for the foreseeable future. Although many of the alternate DRAM
products are moving to 64-megabit densities and higher, many EDRAM and ESDRAM
market segments do not require such large memory capacities. The departure of
many of the competing memory suppliers to serve the volume PC main memory
market with 64-megabit products could enhance EDRAM and ESDRAM opportunities
in embedded control applications which do not require large memory capacities.

SALES CHANNELS

The Company markets EDRAM and ESDRAM memory products via commercial
semiconductor sales channels including manufacturers representatives and
industrial distributors. Such activity is conducted in major markets around
the world. Customers are distributed regionally, in size, and in end-use
industry. Using its contract manufacturing sources, the Company has produced
and sold a sufficient amount of product to enable the development of these
sales channels. The Company supports these sales channels with directly
employed sales managers that have regional responsibility. Sales of EDRAM and
ESDRAM products are expected to conform to the overall semiconductor industry
in seasonal sales patterns.

EDRAM AND ESDRAM PRODUCT MANUFACTURING

Because of the large capital costs associated with manufacturing DRAMs, the
Company's manufacturing strategy with respect to EDRAM and ESDRAM products is
to contract with conventional DRAM manufacturers to produce such products on
behalf of the Company. To date, Nippon Steel, IBM and Siemens are the
Company's contract manufacturers of these products. The development of
additional manufacturing partners for the Company's products continues to be a
priority for the Company. The Company believes that the raw materials
associated with the manufacturing of the Company's EDRAM and ESDRAM products
are readily available from multiple sources.

The Company is currently working to develop EDRAM products with 64-megabit and
higher densities to serve the needs of the high performance PC market and to
reduce component counts in embedded control systems. The development of
manufacturing capability with new and existing alliance partners for
64-megabit densities and higher is a priority for the Company.

RESEARCH AND DEVELOPMENT

Development of additional FRAM and EDRAM products and the associated design
development and manufacturing processes will require the Company to make
significant additional investments in research and development. Continued
investment in both products and processes is critical to the Company's success
and, in the case of the Company's ferroelectric technology, to the ultimate
commercial realization of such ferroelectric technology. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources." The Company's current research
and development activities are focused on expanding the Company's technology
to develop new low-density and high-density applications, materials and
processes, design concepts and architectures.
<PAGE>
As of December 31, 1997, approximately 33 of the Company's employees were
engaged in research and development. In addition, manufacturing personnel
were involved in research and development through efforts to increase the
manufacturing yields of the Company's products. The Company's research and
development expenditures for 1997, 1996 and 1995 were approximately
$10.7 million, $12.9 million and $11.5 million, respectively. Customer-
sponsored research and development expenditures during 1997, 1996 and 1995
were approximately $.1 million, $.2 million and $.2 million, respectively.

MANUFACTURING

The Company's manufacturing strategy is to develop the design of new products
internally and through co-development alliances for production by third-party
manufacturers. Consistent with this strategy, Ramtron has entered into
arrangements with Rohm, Hitachi, Toshiba, Fujitsu and Asahi for the
development and/or manufacture of FRAM products and with Nippon Steel, IBM and
Siemens for the manufacture of EDRAM products. The Company has also entered
into a licensing arrangement with Samsung for the Company's ferroelectric
technology, but such license does not include co-development or manufacturing
arrangements between the Company and Samsung. The Company began receiving
shipments of FRAM product memories manufactured by Rohm in February 1998 and
volume production is expected to begin during the second quarter of 1998. The
Company has not yet negotiated the definitive terms of the foundry supply
agreements with Hitachi, Toshiba or Fujitsu, but such companies are
contractually bound to enter into such agreements upon fulfillment of certain
conditions. Nippon Steel is currently producing EDRAM products for the
Company pursuant to a Transit Foundry Agreement which expired in December
1997, however, Nippon Steel is currently manufacturing and is expected to
continue to manufacture the Company's 4-megabit EDRAM products through at
least the first quarter of 1998. There is no plan for Nippon Steel to be used
as a manufacturing resource for the Company's ESDRAM products. IBM is also
producing EDRAM products for the Company pursuant to an agreement where IBM
has agreed to manufacture 4-megabit EDRAM products for the Company through the
end of 1998. The Company has entered into manufacturing agreements for its
16-megabit ESDRAM with both IBM and Siemens for production beginning in 1998.
The Company continues limited production of its low-density FRAM products
internally by purchasing silicon wafer underlayers from outside suppliers and
completing manufacture of the products by applying its ferroelectric process
to such underlayers at the Company's facility in Colorado Springs. Ramtron
currently purchases such underlayers from one supplier.

Ramtron's agreements with its 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 EDRAM products in commercial
volumes. As a result, however, the Company is currently dependent on Nippon
Steel and IBM for its supply of 4-megabit EDRAM products and IBM and
Siemens for its supply of 16-megabit ESDRAM products, and will in the
future be dependent on other manufacturers for the manufacture of FRAM and
EDRAM products. The Company believes that it is most efficient for the
Company to focus its internal manufacturing efforts on production of limited
quantities of the Company's FRAM products to satisfy FRAM customer needs while
second-source suppliers are developing and qualifying and beginning commercial
manufacturing of such products.
<PAGE>
As is customary in the semiconductor industry, the Company and its third-party
manufacturers subcontract with foreign companies to assemble and test its
finished products. Manufacturing services performed by such third parties are
conducted in accordance with processes designed by the Company or its third-
party manufacturers and implemented under supervision of product engineers of
the Company or such third-party manufacturers.

Federal, state and local regulations impose various environmental controls on
the discharge of chemicals and gases used in the Company's manufacturing
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.

More than 50% of the Company's EDRAM product sales in 1997 were to the
Company's top three customers. As a result of the concentration of the
Company's EDRAM customer base, any substantial reduction or cancellation of
business from any of those customers or any significant decrease in the prices
of EDRAM products sold to them could have a material adverse effect on the
Company's cash flow, operating results and financial condition.

Export product sales as a percentage of total product sales were 38%, 21% and
49% for the years 1997, 1996 and 1995, respectively.

MARKETING

As is typical of any other new products in the semiconductor industry,
Ramtron's products can require lengthy "design-in" cycles for customer
applications and extensive application engineering support. The Company
supports its customers' design-in activities and considers such support an
important element of its sales and marketing efforts.

The Company markets its products worldwide through distribution networks using
internal sales resources and independent sales representatives and
distributors. The Company maintains three full time sales personnel at its
headquarters in Colorado Springs and resident employees in San Jose,
California, Japan and Europe. The Company has distribution and/or
representation relationships with 2 companies in Japan, 20 in Europe, 2 in
Singapore, 2 in Israel, 2 in Thailand and 1 in each of Taiwan, Korea, Hong
Kong, South Africa, China and Australia. In the United States, the Company
has distribution/representation relationships with 20 companies and two in
Canada.
<PAGE>
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, price-fixed
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.

COMPETITION

The semiconductor industry is intensely competitive. The Company's FRAM and
EDRAM products experience intense competition from numerous domestic and
foreign companies. The Company may be at a disadvantage in competing with
many of these competitors having 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, than the Company. The Company considers its FRAM products
to be competitive with existing nonvolatile memory products such as EEPROM,
Battery Backed Static RAM ("BBSRAM") and Nonvolatile RAM ("NVRAM") products in
low density applications. Although nonvolatile Flash memory products are
important in the high-density memory product market, the Company'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 (e.g., SGS-Thomson, Motorola, Inc. and Hitachi) and by
specialized product companies (e.g., Dallas Semiconductor, Atmel Corp.,
Microchip Technology Inc., Xicor Inc., Rohm and Benchmarq Microelectronics
Inc.).

Numerous companies, including major corporations possessing worldwide wafer
manufacturing and integrated circuit production facilities, manufacture DRAM
products. Because the Company's EDRAM products have certain higher
performance characteristics than standard DRAM products, however, the Company
considers only high-speed "specialty" DRAM products (such as SDRAM, CDRAM,
RDRAM, fast SRAM, VCRAM and MDRAM products manufactured by companies such as
Fujitsu, Mitsubishi Electric Corporation, Rambus (through licensees), LG
Semicon Co. Ltd., NEC Corporation and Micron Technology, Inc.) to be
competitive with the Company's EDRAM products. The Company also considers its
EDRAM products to be competitive in certain applications with SRAM products,
which are manufactured by major corporations, including Alliance Semiconductor
Corporation, Cypress Semiconductor Corporation, Integrated Device Technology,
Inc., Motorola, Inc., Hitachi, SGS-Thomson, Toshiba, Fujitsu, Samsung, Hyundai
Electronics Industries Co. Ltd., Mosel-Vitelic Corporation and LG Semicon Co.
Ltd.
<PAGE>
The Company's licensees may market products which compete with the Company's
FRAM and EDRAM products. Most of the Company's strategic alliance partners
have the right to manufacture and sell FRAM or EDRAM products for their own
account with or without the payment of royalties, depending upon the terms of
their agreements with the Company. For example, as part of its agreements
with Hitachi, Rohm, Toshiba and Fujitsu, the Company granted each of those
companies a royalty-bearing nonexclusive license to the Company's FRAM
technology and know-how, which license includes the right to manufacture and
sell products using FRAM technology. The Company has also granted IBM a
nonexclusive license to manufacture, produce and sell EDRAM products in
unlimited quantities, which license is royalty-free for internal consumption
of EDRAM products and royalty-free for external sales up to two times the
Company's total sales of EDRAM products. Most of these license agreements
provide for the continuation of the licensed rights to Ramtron's FRAM or EDRAM
technology and know-how after expiration or termination of the agreements on a
royalty-bearing or royalty-free basis. In addition, Racom and Intag of
Australia, both licensees of the Company's ferroelectric technology for use in
RFID applications, could compete with the Company for portions of the RFID
market. To the extent that any of the Company's products achieve market
acceptance, there can be no assurance that the Company's competitors will not
be able to develop and offer competitive products or implement pricing
strategies for FRAM and EDRAM 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 of
its products permitting its products to be sold at a price that is both
competitive and profitable to the Company and on its ability to design
products which successfully address customer requirements. The Company's
ability to compete successfully 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 such customers in selling their products,
the success of the Company's protection of its 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 ferroelectric 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 EDRAM products.

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 EDRAM 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
<PAGE>
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. In
addition to its strategic licensees discussed above, the Company has also
granted worldwide licenses to its ferroelectric technology to Seiko Epson
Corporation of Japan and Intermetall, Halbleiterwerk der Deutsche ITT
Industries GmbH, a subsidiary of ITT Corporation, although the Company has no
indication that those licensees are currently pursuing development of FRAM
products. Those companies, together with the Company's strategic 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 for the use by
the Company of certain ferroelectric technology that may have been developed
by Symetrix, which is not used in the Company's FRAM products. 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 Proceedings." The Company was recently
granted a patent the Company believes is fundamental in covering the basic
architecture and method of operation of its EDRAM products, and the Company
has other patents and patent applications involving its EDRAM technology
pending.

As of December 31, 1997, the Company held 59 unexpired United States patents
covering certain aspects of its products and technology. Such patents will
expire at various times between November 2004 and September 2016. 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. As of December 31, 1997, the Company had applied for 47 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. As of December 31, 1997, the Company held 62 unexpired
foreign patents and had 54 foreign patent applications pending. A number of
the pending foreign patents will, upon issuance, be jointly owned by the
Company and either Seiko Epson or Nippon Steel.
<PAGE>
In addition to prosecuting patents, 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 EDRAM 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.

EMPLOYEES

As of December 31, 1997, the Company had 120 employees, including 18 in
management and administration, 33 in research and development, 57 in
manufacturing and 12 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 Nonstatutory Stock Option Plan or the 1995 Stock Option
Plan. None of the Company's employees is represented by a collective
bargaining agreement, nor has the Company ever experienced any work stoppage.
None of the Company's employees other than L. David Sikes, the Company's Chief
Executive Officer; Greg B. Jones, the Company's President and Chief Operating
Officer; and Richard L. Mohr, the Company's Executive Vice President and Chief
Financial Officer have an employment agreement with the Company, and none of
the Company's employees has a post-employment noncompetition agreement with
the Company. The Company believes that its employee relations are good.

Item 1a. EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

L. David Sikes 56 Chairman of the Board and Chief Executive Officer
Greg B. Jones 50 Director, President and Chief Operating Officer
Richard L. Mohr 38 Executive Vice President and Chief Financial
Officer
Donald G. Carrigan 50 Vice President of Sales and Marketing
Craig W. Rhodine 34 Vice President and General Manager
<PAGE>
Mr. Sikes became the Company's Chairman of the Board and Chief Executive
Officer in April 1995 and has been a director of the Company since September
1992. Prior to becoming Chairman of the Board and Chief Executive Officer,
Mr. Sikes was the Company's President and Chief Operating Officer from July
1992 until January 1995, at which time he left the Company and joined Micro
Component Technology Inc., a semiconductor equipment manufacturer, as
Chairman, President and Chief Executive Officer from January 1995 until April
1995. Prior to joining Ramtron, Mr. Sikes was President and Chief Executive
Officer of ASM America, Inc. ("ASM America"), a semiconductor equipment
company, from January 1991 until June 1992, and Executive Vice President and
General Manager of ASM Epitaxy, a semiconductor equipment manufacturer, from
February 1989 until December 1990. Prior to his tenure with ASM Epitaxy,
Mr. Sikes spent 18 years with Motorola, Inc. ("Motorola") in various
management and executive positions including Vice President and Director of
Semiconductor Research and Development Lab. His experience also includes
several management and engineering roles with Eastman Kodak and National
Semiconductor Corporation. Mr. Sikes received his Bachelor of Science degree
in Electrical Engineering from Massachusetts Institute of Technology.

Mr. Jones became a director of the Company and the Company's President and
Chief Operating Officer in February 1995. Prior to becoming President and
Chief Operating Officer, Mr. Jones was Ramtron's Chief of Administration from
January 1995 until February 1995. 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. Prior to his work with ASM America,
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.

Mr. Mohr joined the Company in January 1991 as Controller. In April 1994, he
was named Vice President and Controller and served in that position until
February 1995 when he was named Executive Vice President and Chief Financial
Officer. Mr. Mohr is a certified public accountant and has over 15 years of
professional finance experience including 11 years employed with high
technology and manufacturing companies. From February 1987 until December
1990, Mr. Mohr was the Chief Financial Officer of Packaging Research
Corporation, an equipment manufacturing company. Mr. Mohr received his
Bachelor of Science degree in Accounting from Colorado State University and a
Master of Business Administration degree in Accounting and Finance from Regis
University.

Mr. Carrigan joined the Company in November 1989 as Sales Manager and in July
1990 was named Director of Marketing and Sales and held that position
until October 1992, when he became Vice President of Sales. In July 1996
Mr. Carrigan became an executive officer of the Company and in January 1997,
he was named Vice President of Sales and Marketing. Mr. Carrigan has over 25
years of semiconductor industry experience in research and development,
<PAGE>
design, operations, marketing and sales. Prior to joining the Company,
Mr. Carrigan held various managerial and technical positions, including Vice
President of Sales and Marketing for Information Storage Incorporated, an
optical storage system venture between Eastman Kodak Co. and Kawasaki Steel.
He also held positions as Product and Test Engineering Manager and Director of
Marketing for INMOS Corporation; Design Manager for NCR Microelectronics; IC
Design Engineer in the Corporate Research Labs of Texas Instruments; and
Design Manager for SRAM's with the Advanced MOS Memory Division of Texas
Instruments. Mr. Carrigan received his Bachelor of Science degree in
Electrical Engineering from the University of Tennessee and a Master of
Science degree in Electrical Engineering from Southern Methodist University.

Mr. Rhodine joined the Company in August 1992 as Project Engineer and in
February 1994 he was named Engineering Manager. In August 1995, Mr. Rhodine
was named General Manager of Enhanced Memory Systems, Inc. ("EMS"), a wholly
owned subsidiary of Ramtron, and in March 1997, Mr. Rhodine became Vice
President and General Manager of EMS. Mr. Rhodine became an executive officer
of the Company in January 1998. Mr. Rhodine has over 12 years of experience
in the semiconductor industry in engineering, development, and operations.
Prior to joining the Company, Mr. Rhodine was a Member of the Group Technical
Staff at Texas Instruments where he was involved with memory product
development. Mr. Rhodine received his Bachelor of Science degree in
Electrical Engineering from the University of Wyoming.

GLOSSARY

Access time or speed - The time (expressed in nanoseconds) it takes to deliver
information from a memory device after it is requested.

Bandwidth - A term to describe the amount of information that can be moved of
a specific type of connection.

Bit - An abbreviation for binary digit, of which there are two, 0 and 1. Most
semiconductor memories store information in binary form and the individual
memory cells are often referred to as bits.

Capacitor - A device for accumulating and holding a charge of electricity,
consisting of two conductors separated by a dielectric.

CMOS - Complementary Metal Oxide Semiconductor process technology. A
semiconductor technology that uses two types of basic transistors (p-channel
and n-channel) to build a circuit with low power and high performance.

DRAM - Dynamic Random Access Memory. A semiconductor memory device whose
stored information must be refreshed every few milliseconds.

EEPROM - Electrically Erasable Programmable Read Only Memory. A device
similar to an EPROM whose information can be erased electrically and rewritten
a limited number of times.
<PAGE>
EPROM - Erasable Programmable Read Only Memory. An electrically programmable
memory device that can be reprogrammed by erasing the previous information by
exposing the device to ultra-violet light and rewritten a limited number of
times.

Ferroelectric Materials - A class of materials that exhibits spontaneous
polarization (the ability to be permanently polarized by an electric field
until subsequently changed).

Ferroelectric Technology - A technology that integrates ferroelectric material
into a microelectronic semiconductor structure.

Flash Memory - A nonvolatile memory that may be erased and reprogrammed
electrically. Can be programmed in the same manner as an EPROM, but is
electrically erasable.

FRAM (registered trademark) - The Company's Ferroelectric Random Access
Memory. A random access memory that employs a ferroelectric digital memory
capacitor to make it nonvolatile.

Integrated Circuit - A group of inseparably connected circuit elements formed
on a semiconductor substrate. The integrated circuit is the basis for modern
computers.

Kilobit - 1,000 bits. In reference to a memory, usually 1,024 bits since
memories are partitioned into sizes that are an exponential of two.

Megabit - 1,000,000 bits. In reference to a memory, usually 1,048,576 bits
since memories are partitioned into sizes that are an exponential of two.

Microcontroller - A fundamental digital integrated circuit computing device
programmed by the user.

Microprocessor - A computer processor contained on a integrated circuit chip.

Nanosecond - One-billionth of a second.

Nonvolatile Memory - An integrated circuit that retains information without
electrical power.

Qualification - With reference to integrated circuits, the process of testing
a representative sample of similar integrated circuits to determine that the
sample meets set standards of quality and reliability.

RAM - Random Access Memory. A memory device in which any data can be addressed
in a single operation.

Read-Write - The process of retrieving/changing information from semiconductor
memory.
<PAGE>
ROM - Read Only Memory. A memory device that is programmed during the
manufacturing process and cannot be reprogrammed.

Silicon Wafer Underlayer - A silicon wafer manufactured through all processes
prior to application of the Company's ferroelectric processes.

SRAM - Static Random Access Memory. A semiconductor memory device that
retains its information as long as power is applied.

Volatile Memory - An integrated circuit that loses information when electrical
power is interrupted.

Item 2. PROPERTIES

The Company owns a 69,000-square foot building in Colorado Springs which
serves as its principal executive offices and as a research, development and
manufacturing facility. The facility has a Class 10 semiconductor clean room
that currently has the capability to produce and test low-density FRAM
products in limited quantities by applying its ferroelectric process to
silicon wafer underlayers obtained from suppliers. The Company's land,
building and equipment are subject to a first deed of trust and security
interest in favor of the National Electrical Benefit Fund to secure a $12
million line of credit extended to the Company in September 1995. The Company
believes that its existing facilities are adequate for its needs in the
foreseeable future for limited production of low-density FRAM products,
provided that the Company can obtain adequate supplies of silicon wafer
underlayers from contract manufacturers.

Item 3. LEGAL PROCEEDINGS

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
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.
<PAGE>
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 four 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 is expected
in the near future. The Company has the right to appeal, and plans to appeal,
any adverse decision of the Patent Office to the Federal District Court and
then, if necessary, to the Court of Appeals for the Federal Circuit. 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.

If the Company's patent rights which 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 within the United States of any
products that come within the scope of such patent rights, which would include
all FRAM products as 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.

LITIGATION. The Company is a defendant in a lawsuit filed in October 1997, by
the Trustee of the NTC Liquidating Trust against Brown Brothers Harriman,
Citibank, N.A. (the Company's transfer agent), and the Company in the United
States Bankruptcy Court for the District of Colorado. The Trustee's claim
seeks damages in the amount of $5.9 million and, alternatively, 523,127 shares
of Common Stock. Summarily stated, the Trustee's claim is based on
allegations that Benton and affiliated persons caused shares of Common Stock
to be converted, concealed, or wrongly transferred in violation of the
automatic stay in effect as a result of the Benton bankruptcy filing. The
Company believes that it was not involved in the disputed transfer or
concealment, has no direct liability to the NTC Trustee, and that it has
adequate defenses to any liability as indemnitor of its transfer agent in the
circumstances. The Company has moved to have the NTC Trustee's claim
dismissed. If the NTC Trustee's claim were to result in a judgment against,
or is ultimately required to be satisfied by, the Company, the payment of
damages could have a material adverse effect on the Company or the issuance
of shares of Common Stock in the amount sought could materially dilute the
Company's common stockholders.
<PAGE>
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
fourth quarter of 1997.

PART II.

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

The Company's Common stock trades on the Nasdaq National Market tier of the
Nasdaq Stock Market under the symbol "RMTR." The following table sets forth
the 1997 and 1996 ranges of the high and low closing sales prices for the
Common Stock as reported on the Nasdaq Stock Market.

High Low
------ ------
1997
- ----
First Quarter . . . . . . . . . . . . . . . . . . $7.63 $6.00
Second Quarter . . . . . . . . . . . . . . . . . . 6.50 4.44
Third Quarter . . . . . . . . . . . . . . . . . . 9.13 4.81
Fourth Quarter . . . . . . . . . . . . . . . . . . 6.25 5.03

1996
- ----
First Quarter . . . . . . . . . . . . . . . . . . 7.50 5.63
Second Quarter . . . . . . . . . . . . . . . . . . 9.00 5.25
Third Quarter . . . . . . . . . . . . . . . . . . 8.50 5.13
Fourth Quarter . . . . . . . . . . . . . . . . . . 8.38 6.00

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 20, 1998, the
last reported sale of the Company's Common Stock was $4.688 per share. As of
March 20, 1998, there were approximately 2,389 record holders of the Company's
Common Stock.

During December 1997, the Company issued and sold to accredited investors
800,000 shares of its Common Stock in a private placement at an issue price of
$4.93 per share with aggregate gross proceeds to the Company of $3,944,000.
Such shares were not registered under the Securities Act of 1933, as amended
(the "Securities Act"), at the time of the sale and were issued in reliance on
available exemptions under the Securities Act. The registration statement
registering the resale of such securities under the Securities Act, became
effective on March 23, 1998.
<PAGE>
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.

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,
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
(in thousands, except per share data)

Operating Summary:

Revenues:
Product sales $14,613 $17,942 $11,105 $ 14,221 $ 3,632
Royalties -- -- 6,500 2,653 2,928
License and development fees 5,750 13,250 11,000 3,000 --
Customer-sponsored research
and development revenues 132 199 281 575 405

Costs and Expenses:
Cost of product sales 10,750 14,032 10,253 13,219 3,488
Research and development 10,841 13,104 11,732 16,989 19,578
Sales, general and
administrative 8,032 9,486 8,734 8,780 7,750

Operating loss (9,128) (5,231) (1,833) (18,539) (23,851)

Interest expense,
related parties 386 317 1,980 2,227 2,859

Net loss $(8,857) $(5,737) $(2,482) $(19,959) $(26,546)

Net loss per share - basic
and diluted $(.24) $(0.16) $(0.11) $(1.14) $(1.92)

Weighted average
shares outstanding 37,061 36,507 21,653 17,526 13,825
<PAGE>
Year Ended December 31,
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
(in thousands)
Financial Position:

Working capital (deficit) $ 4,819 $12,157 $12,695 $(18,054) $20,447

Total assets 31,054 31,762 36,558 31,855 52,734

Short-term debt, related
parties 6,457 -- -- 25,136 470

Long-term debt, related parties -- 3,171 2,854 -- 20,336

Total long-term debt -- 3,721 3,954 -- 20,358

Accumulated deficit (138,800) (129,928) (124,191) (121,709) (101,750)

Stockholders' equity (deficit) 17,536 22,272 24,463 (1,318) 18,469

Cash dividends per
common share(1) -- -- -- -- --
- --------------
(1) 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
statements" under the Reform Act which are subject to certain risks and
uncertainties. 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 EDRAM and FRAM products; (ii) broader customer acceptance of its
<PAGE>
EDRAM and ESDRAM products and low-density FRAM products; (iii) acceptance of
new high-density FRAM products, which may be developed; (iv) the Company's and
its alliance partners' ability to manufacture its products on a cost-effective
and timely basis in the Company's own facility and through its alliance
foundry operations; (v) the Company's ability to perform under existing
alliance agreements and to develop new alliance and foundry relationships;
(vi) the availability and related cost of future financing; (vii) the
retention of key personnel; (viii) the outcome of the Company's patent
interference and litigation proceedings, and (ix) 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. 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 EDRAM products. The Company has
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. Revenue
has also been derived from the sale of the Company's FRAM and EDRAM products
beginning primarily in 1993, and, prior to 1996, from royalties resulting from
the sale by a licensee of products incorporating the Company's conventional
DRAM technology. Accordingly, fluctuations in the Company's revenues have
resulted primarily from the timing of the signing of license and development
agreements and the achievement of related performance milestones, and, to a
lesser extent, upon the timing of significant product orders and royalty
payments.

The Company generated minimal revenue from FRAM and EDRAM product sales prior
to 1993. For 1997, 1996 and 1995, FRAM product sales represented
approximately 11%, 11% and 10% of total product sales revenue, respectively,
while EDRAM product sales accounted for 89%, 89% and 90%, respectively, for
the same periods. During such periods, product sales revenue accounted for
approximately 71%, 57% and 38%, respectively, of total revenues, the remainder
of which were generated principally from license and development fees and in
1995 from royalties earned on conventional DRAM product sales by Nippon Steel.
As a result of the Company's limited revenues as compared to its substantial
ongoing product research and development costs and high manufacturing costs,
the Company has incurred losses in each fiscal year since its inception and,
prior to 1995, required substantial capital infusions from its principal
stockholders in the form of debt and equity financing.

The Company has entered into development and licensing arrangements with
several major semiconductor manufacturers, namely Hitachi, Rohm, Toshiba,
Fujitsu, and IBM to advance the development of both its FRAM products and
EDRAM products and to provide the Company with access to advanced
semiconductor manufacturing processes and capacity for such products. In
December 1996, the Company also entered into a license agreement with Samsung,
although such arrangement does not include any development activities between
the Company and Samsung or the availability of manufacturing capacity to the
Company from Samsung. In addition to these licensing and/or development
arrangements, in December 1997, the Company entered into a FRAM development
agreement with Asahi and in February 1998, the Company entered into a ESDRAM
manufacturing foundry agreement with Siemens, neither one of which currently
includes a license to the Company's FRAM or EDRAM technology.
<PAGE>
RESULTS OF OPERATIONS

REVENUES. In 1997, product sales revenues decreased by approximately 19% over
product sales revenues in 1996 to a total of $14.6 million, consisting of
sales of $1.6 million of FRAM products and $13.0 million of EDRAM products,
compared to total product sales revenues during 1996 of $17.9 million from the
sale of $1.9 million of FRAM products and $16.0 million of EDRAM products.
The decrease in product sales revenue in 1997 as compared with 1996 resulted
primarily from a decrease in the average selling prices of the Company's EDRAM
products. Even though a decrease in EDRAM revenue was recorded in 1997, the
actual number of EDRAM units shipped during 1997 increased slightly over 1996
shipment levels. The decrease in FRAM product revenues during 1997 resulted
from a decrease in product availability from the Company's captive
manufacturing facility in Colorado Springs. This decrease in product
availability was driven primarily by the Company's desire to maintain
quarterly FRAM product revenues in the $300,000 to $500,000 range until low
cost volume FRAM production becomes available through the Company's FRAM
alliance partners. In 1996, product sales revenues increased by approximately
62% over product sales revenues in 1995 which totaled $11.1 million and
consisted of sales of $1.1 million of FRAM products and $10.0 million of EDRAM
products. The increase in product sales revenue in 1996 as compared with 1995
resulted primarily from an increase in the availability of the Company's EDRAM
products from its manufacturing source during 1996. The increase in EDRAM
product availability enabled the Company to fulfill, during the first two
quarters of 1996, a substantial customer order backlog that existed at the end
of 1995. Increases in the volume of EDRAM products shipped during 1996 to new
and existing customers was tempered by a decrease in product average selling
prices during the year. Increases in FRAM product revenue during 1996
resulted from the increased availability of FRAM products and increases in
volumes of FRAM products sold associated with the Company's 16-kilobit FRAM
products and RFID FRAM products.

In 1997, 1996 and 1995, the Company recognized license and development fee
revenues of $5.8 million, $13.3 million and $11.0 million, respectively. The
Company's license fee revenues during 1997 resulted from the achievement of
milestones pursuant to an existing license arrangement with Fujitsu and from
the Company entering into a new FRAM development agreement with Asahi. The
Company's license and development fee revenues during 1996 resulted from the
achievement of milestones pursuant to existing license arrangements, the
granting of a new license for the use of the Company's ferroelectric
technology and the granting of FRAM product designs to an existing licensee.
Revenues from licensing activities during 1996 were recognized from Hitachi,
Rohm, Toshiba, Fujitsu and Samsung. The Company's license fee revenue for
1995 resulted from the grant of licenses in the Company's ferroelectric
technology to Toshiba, Fujitsu, Hitachi and Rohm, and to Racom and Intag for
use in certain RFID applications.
<PAGE>
In 1997 and 1996 the Company recorded no royalty revenues. In 1995, the
Company recorded royalty revenues of $6.5 million from Nippon Steel's sales of
conventional DRAM products designed and developed by the Company. The royalty
revenue recognized during 1995, represents the payment of all royalties
payable by Nippon Steel on sales of conventional 1-megabit and 4-megabit DRAM
products subsequent to 1994. That payment was made in connection with the May
1995 sale to Nippon Steel of the Company's equity interest in United Memories,
Inc. ("UMI"), a joint-venture company formed by Ramtron and Nippon Steel to
design and develop advanced semiconductor memory products. Under the terms
of the UMI sale agreement, the Company will not receive additional royalty
revenue from Nippon Steel for periods subsequent to 1995.

The Company enters into Customer-Sponsored research and development activities
primarily as a means to further the development of its technology with certain
strategic partners or customers. Revenues from such activities were $132,000,
$199,000, and $281,000 in 1997, 1996, and 1995, respectively. Costs related
to such activities were $118,000, $179,000, and $243,000 in 1997, 1996, and
1995, respectively.

COST OF PRODUCT SALES. In 1997, 1996 and 1995, cost of product sales as a
percentage of product revenues were 74%, 78% and 92%, respectively. The
improvement in the cost of product sales as a percentage of product revenues
in 1997 over the same period in 1996 relates directly to the Company's EDRAM
products. Lower supply costs for the Company's EDRAM products were the
primary reason leading to the improved cost of product sales percentage for
1997. Cost of product sales as a percentage of product revenues for EDRAM
products is expected to continue to improve during 1998 as the Company's
production costs decrease. The expected improvement in the cost of EDRAM
product sales is directly related to the Company's ability to maintain
reasonable average selling prices at levels comparable or slightly under the
average selling price levels which existed at the end of 1997, although there
can be no assurance the Company will be able to maintain such average selling
prices during 1998. The improvement in the cost of product sales as a
percentage of product revenues in 1996 over the same period in 1995 also
relates directly to the Company's EDRAM products. Increased sales volume,
favorable average selling prices and lower supply costs for the Company's
EDRAM products were the primary reasons leading to the improved cost of
product sales percentage for 1996. The cost of product sales as a percentage
of product revenues for the Company's FRAM products was approximately 97% for
each of 1997, 1996 and 1995. The overall cost of product sales has remained
high due primarily to the Company's introduction of new FRAM and EDRAM product
designs, low volume of manufacturing and changes in the manufacturing
processes. Furthermore, the low manufacturing volume of FRAM products has
resulted in higher costs associated with the Company's CMOS underlayer supply
and external packaging and testing services. Improvements in the cost of
product sales as a percentage of product revenues for FRAM products are
expected during 1998 resulting from the Company receiving product from the
advanced semiconductor manufacturing processes and facilities of the Company's
foundry alliances, assuming successful completion of development and product
qualification. The expected improvement in the cost of product sales as a
percentage of product revenues for the Company's EDRAM products is expected to
occur as a result of an overall cost improvement from the Company's foundries
as their prices to the Company are adjusted downward in relation to standard
DRAM pricing.
<PAGE>
RESEARCH AND DEVELOPMENT. In 1997, research and development expenses
decreased by $2.2 million (17%) as compared with the same period in 1996, due
primarily to the absence of the expense associated with a non-cash, non-
recurring employee incentive program approved by the Company's stockholders in
December 1995 and terminated in December 1996. Such research and development
incentive expense totaled approximately $1.8 million in 1996. When comparing
1997 to 1996, absent the employee incentive expense of $1.8 million, research
and development expenses would have decreased by approximately $.3 million or
4%. The decrease in research and development costs in 1997 is primarily
related to a decrease in design and development costs for new products and
processes associated with the Company's Colorado Springs manufacturing
facility. Such decreases were the result of the Company's focus on product
development activities through its FRAM alliance partners and utilizing their
manufacturing facilities. These decreases were partially offset by higher
repairs and maintenance costs required to maintain the Company's aging
fabrication equipment in its Colorado Springs facility. Research and
development expenses for 1998 are expected to remain consistent with 1997
levels. In 1996, research and development expenses increased by $1.4 million
(12%) as compared with the same period in 1995, due primarily to the expensing
of the non-recurring, non-cash employee incentive program mentioned above.
The absence of the $1.8 million incentive expense in 1996 would have resulted
in a decrease in research and development expenses in 1996 as compared to the
same period in 1995 of approximately $.4 million (3%). Approximately $.1
million of such incentive expense was recorded in 1995. The decrease in
research and development costs in 1996 compared with 1995 (absent the
incentive expense) is primarily related to a decrease in manufacturing volumes
associated with the Company's research and development activities.

SALES, GENERAL AND ADMINISTRATIVE. In 1997, sales, general and administrative
expenses decreased by $1.5 million (15%) compared to 1996 due primarily to the
absence of the expense associated with a non-cash, non-recurring employee
incentive program approved by the Company's stockholders in December 1995 and
terminated in December 1996. Such research and development incentive expense
totaled approximately $1.1 million in 1996. When comparing 1997 to 1996,
absent the employee incentive expense of $1.1 million, sales, general and
administrative expenses would have decreased by approximately $.4 million or
5%, primarily resulting from a decrease in withholding taxes associated with
the Company's license and development arrangements. In 1996, sales, general
and administrative expenses increased by $.8 million (9%) as compared with the
same period in 1995, due primarily to the expensing of the employee incentive
program mentioned above. The absence of the incentive expense in 1996 of $1.1
million would have resulted in a decrease in sales, general and administrative
expenses in 1996 as compared to the same period in 1995 of approximately $.3
million (4%). Such decrease in sales, general and administrative expenses in
1996 compared to the same period in 1995 (absent the incentive expense)
relates primarily to a decrease in withholding taxes associated with the
Company's licensing and royalty arrangements. Increases in product sales
commissions paid to distributors and sales representatives during 1996
associated with increased product sales revenues partially offset such
decreases in sales, general and administrative expenses mentioned above.
<PAGE>
INTEREST EXPENSE. In 1997, interest expense, related party increased by
approximately 22% over 1996 resulting from interest accrued on additional
borrowings totaling $2.9 million from a credit facility provided by the
Fund. Such additional borrowings occurred during the last four months of
1997. In 1996, interest expense, related party decreased by $1.7 million
(84%) as compared with 1995. Such decrease was primarily due to the
conversion of debt to equity of approximately $27.0 million of related party
notes payable and associated accrued interest, pursuant to a 1995 debt
conversion agreement.

GAIN ON DISPOSITION OF EQUITY INVESTMENTS. In 1995, the Company recorded a
gain of $.8 million on the disposition of its equity investment in UMI. In
May 1995, the Company entered into an agreement with Nippon Steel whereby the
Company sold to Nippon Steel for $1.5 million all of Ramtron's voting and
nonvoting common stock in UMI.

OTHER INCOME (EXPENSE). In 1997, the Company recognized income associated
with the collection of a $.5 million receivable written off in the previous
year. The recognition of this income was the primary reason for the $.8
million increase in other income (expense) in 1997 compared to 1996.

EXPECTED FUTURE RESULTS OF OPERATIONS

The Company is continuing its efforts to improve and increase commercial
production and sales of its EDRAM products and low-density FRAM products,
decrease the cost of producing such products and develop and commercialize new
high and low-density FRAM products and enhancements to its existing FRAM and
EDRAM products. The Company expects revenues will continue to be sporadic in
the foreseeable future until the Company's products gain wider market
acceptance, new license arrangements are entered into and milestones under the
Company's existing and any new license and development agreements are
achieved.

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 the Company's high-
density FRAM products; (ii) the completion of the development and
qualification for manufacturing of the Company's new EDRAM products;
(iii) wider customer acceptance of its EDRAM products and low-density FRAM
products; (iv) market acceptance of new high and low-density FRAM products
which may be developed; (v) the Company's ability to manufacture its products
on a cost-effective and timely basis in its own facility and through alliance
foundry operations and third party foundry sources; (vi) the availability and
related cost of future financing; and (vii) 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.
<PAGE>
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 and Fujitsu. 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-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. The Company is
also exploring opportunities with potential and existing licensing partners to
have such partners update the Company's existing fabrication facility in
Colorado Springs by providing state-of-the-art manufacturing equipment in lieu
of license and development payments and then sharing research and development
improvements and/or manufacturing output of such facility. The Company signed
a Memorandum of Understanding ("MOU") in August 1997 with SGS-Thomson
incorporating terms similar to these, but no definitive agreement concerning
such facility upgrade exists at this time and there can be no assurance that a
final agreement incorporating such terms will be entered into. (See
"Business - Development and Manufacturing Alliances" above.)

The Company intends to produce EDRAMs through strategic alliances and foundry
arrangements with major semiconductor companies and to expand the market for
EDRAMs by making EDRAM products available from multiple sources. This
approach avoids the high capital costs associated with DRAM manufacturing that
would have otherwise been incurred by the Company if it had chosen to
manufacture these products with Company-provided resources.

YEAR 2000. The Company utilizes software and related technologies throughout
its business and relies on suppliers of services and materials that will be
affected by the date change in the year 2000 or prior. The year 2000 issue
exists because many computer systems and applications currently use two-digit
fields to designate a year. As the century date change occurs, date-sensitive
systems will recognize the year 2000 as 1900, or not at all. This inability
to recognize or properly treat the year 2000 may cause systems to process
critical financial and operational information incorrectly. An internal study
is currently under way to determine the full scope and related costs to insure
that the Company's systems continue to meet its internal needs and those of
its customers. The Company will begin to incur expenses in 1998 to resolve
this issue. These expenses will be quantified with the study and may be
significant and continue through the year 1999.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Since its inception, because revenues generated from operations and licensing
have been insufficient to fund operations, the Company has depended for
funding principally on its stockholders, and in particular from 1989 until
February 1995 on Oren L. Benton ("Benton"), a former principal stockholder
and director and the former Chief Executive Officer of the Company, and since
1989 on the National Electrical Benefit Fund (the "Fund"), a principal
stockholder of the Company. Benton and the Fund financed the Company's cash
flow requirements through equity investments and loans, most of which were
subsequently converted into equity. As a result of Mr. Benton's bankruptcy in
1995, the Company ceased to rely on Mr. Benton as a source of financing. The
Company also raised funds through the private placement of convertible
preferred stock in 1993, all of which has been converted into Common Stock.
In 1995, the Company entered into a Debt Conversion Agreement providing for
(i) the conversion into equity of an aggregate of approximately $24 million of
the Company's outstanding debt held collectively by Mr. Benton, the Fund and
BEA Associates, Inc. ("BEA") (as the holder by assignment of a note issued
by the Company to Mr. Benton in 1992 in the original principal amount of $12
million), and (ii) a new loan facility between the Company and the Fund of up
to $12 million (which included $3 million made available under a credit
facility the Fund had provided to the Company in March 1995). In December
1995, additional outstanding debt of the Company held by Mr. Benton in the
amount of approximately $2.7 million was also converted into equity pursuant
to the Debt Conversion Agreement. During 1996 and 1997, the Company's
borrowings under the Fund's credit facility increased to a total principal and
accrued interest amount outstanding on December 31, 1997, of approximately
$6.5 million. In December 1997, the Company sold approximately $4.0 million
of Common Stock, and in February 1998, the Company sold approximately $17.4
million of Series A Preferred Stock, to certain institutional investors in
separate private placements in order to obtain funds for working capital and
general corporate purposes.

Cash and cash equivalents increased by $3.0 million in 1997 to $6.2 million.
The Company generated $6.5 million from financing activities in 1997, which
was offset by the use of $2.3 million in operating activities and $1.2 million
in investing activities. The $6.5 million generated from financing activities
resulted from $4.0 of proceeds generated from the sale of common stock in a
private placement and from $2.9 million of new borrowings pursuant to the
Fund's credit facility. The use of $1.2 million for investing activities was
for the purchase of computer and fabrication equipment used in the design and
manufacturing of the Company's FRAM and EDRAM products and for office
expansion purposes.

Receivables decreased by $2.0 million in 1997 (30%) from $6.8 million at the
end of 1996 to $4.8 million at the end of 1997. The decrease in the
receivables balance is primarily due to the collection of a $3.0 million
receivable in January 1997 resulting from a new FRAM license agreement
completed in December 1996. Receivables from product sales increased at the
end of 1997 as a result of strong EDRAM product sales during the last two
months of 1997.
<PAGE>
Inventories decreased by 3% in 1997 from $7.3 million at the end of 1996 to
$7.1 million at the end of 1997. Inventory levels remained high at the end of
1997 as the Company increased its production of 4-megabit EDRAM products in
anticipation of a scale down in production during 1998 from one of its
4-megabit foundry sources, Nippon Steel. IBM will continue to supply
4-megabit EDRAM products for the Company during 1998 and IBM and Siemens will
be suppliers for the Company's 16-megabit ESDRAM products.

Accounts payable increased by $1.0 million from $2.0 million at the end of
1996 to $3.0 million at the end of 1997. This increase resulted primarily
from work in process increases during the fourth quarter of 1997 associated
with EDRAM manufacturing at Nippon Steel.

During 1997, the Company invested $1.2 million in computer and fabrication
equipment and office expansion. This was an increase of approximately $.4
million (55%) over 1996 and resulted primarily from the growth in the
Company's internal design resources supporting the Company's EDRAM products.
Increases in property, plant and equipment are expected to increase slightly
during 1998 as both FRAM and EDRAM design resources continue to expand.
Fabrication equipment and plant expenditures are expected to be minimal during
1998 as the Company shifts its manufacturing of FRAM products to its FRAM
alliance partners.

During 1997, the Company received approximately $8.8 million (including $3.0
million which was included in accounts receivable as of December 31, 1996) in
cash relating to a December 1996 new FRAM licensing agreement, milestone
achievements from an existing FRAM licensee and a new FRAM development
agreement. Milestone payments pursuant to existing licensing agreements are
expected to create additional cash flows during 1998 and 1999 subject to the
fulfillment of certain milestone conditions. An increase in product sales
activity and new license arrangements are anticipated in 1998.

Based on the Company's capital resources as of December 31, 1997, the
$17.4 million of proceeds from the recent sale of Series A Preferred Stock
(see "Note 13" in "Notes To Consolidated Financial Statements"), and expected
operating costs and cash flows from product sales and licensing revenues, the
Company expects to be able to fund its operations through year-end 1998. All
amounts outstanding under the Fund's credit facility, repayment of which is
secured by liens on the Company's facility and certain other of its assets,
are due and payable on June 30, 1998. The Company has requested an extension
of the payment date or conversion into equity of amounts outstanding under the
credit facility. If such extension is not granted and the conversion into
equity is not made by the Fund, the Company will have to repay all principal
and accrued interest under the credit facility, which will use a substantial
portion of the Company's capital resources, however, the assets pledged as
collateral under the Fund credit facility would be released and available as
security to new lenders. In view of the Company's expected future working
capital requirements in connection with the manufacturing, production and sale
of its FRAM and EDRAM products, the Company's projected continuing research
and development expenditures and the current repayment requirements of the
Fund's credit facility, the Company may be required to seek additional equity
or debt financing after 1998. There is no assurance, however, that the
Company will be able to obtain such financing on terms acceptable to the
Company, or that the Fund will agree to an extension of the payment date, or
conversion into equity of amounts owed, under the Fund's credit facility. If
the Company requires additional financing in the future and if financing
acceptable to the Company is not available, the Company would not be able to
implement its current business strategy and the Company's business, operating
results and financial condition would be materially adversely affected.
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements: Page

Report of Independent Public Accountants F-1

Consolidated Balance Sheets as of December 31, 1997 and 1996 F-2

Consolidated Statements of Operations
for the years ended December 31, 1997, 1996 and 1995 F-3

Consolidated Statements of Cash Flows
for the years ended December 31, 1997, 1996 and 1995 F-4

Consolidated Statements of Stockholders' Equity (Deficit)
for the years ended December 31, 1997, 1996 and 1995 F-5

Notes to Consolidated Financial Statements F-6 to F-19

Financial Statement Schedules:

Schedule II: Valuation and Qualifying Accounts F-20
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders of
Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation (a Delaware corporation) as of December 31, 1997 and
1996, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for each of the three years in the period
ended December 31, 1997. 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 generally accepted auditing
standards. 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 as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting
principles.

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 a required part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

/S/ Arthur Andersen LLP

Denver, Colorado,
February 6, 1998 (except with respect to the matter discussed in Notes 2
and 13 as to which the date is February 25, 1998).
<PAGE>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
(in thousands, except par value amounts)
-------------
1997 1996
-------- ---------
ASSETS

Current assets:
Cash and cash equivalents $ 6,193 $ 3,182
Accounts receivable, less allowances
of $167 and $721, respectively 4,762 6,810
Inventories 7,147 7,342
Deposits 20 20
Prepaid expenses 111 503
Other current assets 104 69
------- -------
Total current assets 18,337 17,926

Property, plant and equipment, net 8,024 8,697
Intangible assets, net 4,693 5,118
Other assets -- 21
------- -------
$31,054 $31,762
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 3,017 $ 1,992
Accrued liabilities 1,535 1,202
Accrued royalties 414 612
License rights 1,100 1,100
Deferred revenue 995 863
Promissory note and accrued interest, related party 6,457 --
------- -------
Total current liabilities 13,518 5,769

Long-term promissory note and accrued
interest, related party -- 3,171
Long-term license rights -- 550
------- -------
Total liabilities 13,518 9,490
------- -------
Commitments and contingencies (Notes 5 and 12)

Stockholders' equity:
Preferred stock, $.01 par value, 10,000 shares
authorized: no shares issued and outstanding -- --
Common Stock, $.01 par value, 75,000 shares
authorized: 37,923 and 36,997 issued and
outstanding, respectively 379 370
Additional paid-in capital 155,957 151,830
Accumulated deficit (138,800) (129,928)
------- -------
Total stockholders' equity 17,536 22,272
------- -------
$31,054 $31,762
======= =======
See accompanying notes.
<PAGE>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended December 31, 1997, 1996 and 1995
(in thousands, except per share amounts)
-------------

1997 1996 1995
-------- -------- --------
Revenue:
Product Sales $14,613 $17,942 $11,105
License and development fees 5,750 13,250 11,000
Royalties -- -- 6,500
Customer-sponsored research
and development 132 199 281
------- ------- -------
20,495 31,391 28,886
------- ------- -------
Costs and expenses:
Cost of product sales 10,750 14,032 10,253
Research and development 10,723 12,925 11,489
Customer-sponsored research
and development 118 179 243
Sales, general and administrative 8,032 9,486 8,734
------- ------- -------
29,623 36,622 30,719
------- ------- -------
Operating loss (9,128) (5,231) (1,833)

Interest expense, related parties (386) (317) (1,980)
Gain on sale of equity investment -- -- 788
Other income (expense), net 657 (189) 543
------- ------- -------
Net loss $(8,857) $(5,737) $(2,482)
======= ======= =======
Net loss per share - basic and diluted $(0.24) $(0.16) $(0.11)
======= ======= =======
Weighted average shares outstanding 37,061 36,507 21,653
======= ======= =======
See accompanying notes.
<PAGE>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1997, 1996 and 1995
(in thousands)
--------------
1997 1996 1995
-------- -------- --------
Cash flows from operating activities:
Net loss $(8,857) $(5,737) $(2,482)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
Stock based compensation -- 2,910 --
Depreciation and amortization 2,597 2,860 3,020
Interest expense from conversion of
promissory notes -- -- 1,726
Gain on sale of assets -- (85) (788)
Other (485) -- 38

Changes in assets and liabilities:
Accounts receivable 2,439 (4,211) 1,006
Inventories 196 (1,790) 5,651
Deposits -- 5,425 (5,445)
Prepaid expenses 392 336 (776)
Accounts payable and accrued liabilities 1,160 (1,137) (2,750)
Accrued interest, related parties 386 317 254
Deferred revenue 132 (1,636) 2,326
Other (281) (281) (470)
-------- -------- --------
Net cash provided by (used in)
operating activities (2,321) (3,029) 1,310
-------- -------- --------
Cash flows from investing activities:
Purchase of property, plant and equipment (1,160) (750) (548)
Investment in joint venture -- -- (15)
Proceeds from sale of assets 5 192 1,875
-------- -------- --------
Net cash provided by (used in)
investing activities (1,155) (558) 1,312
-------- -------- --------
Cash flows from financing activities:
Proceeds from notes payable, related parties 2,900 -- 3,579
Payments on notes payable, related party -- -- (810)
Payments of long-term debt and capital
lease obligations -- -- (22)
Payments on license rights payable (550) -- (500)
Issuance of common stock, net of expenses 4,137 486 1,233
-------- -------- --------
Net cash provided by financing
activities 6,487 486 3,480
-------- -------- --------
Net increase (decrease) in cash and
cash equivalents 3,011 (3,101) 6,102

Cash and cash equivalents, beginning of year 3,182 6,283 181
-------- -------- --------
Cash and cash equivalents, end of year $ 6,193 $ 3,182 $ 6,283
======== ======== ========
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
for the years ended December 31, 1997, 1996 and 1995
(in thousands, except par value amounts)
--------------

Convertible
Preferred Stock Common Stock
($.01) Par Value ($.01) Par Value Additional Total
---------------- ---------------- Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Equity(Deficit)
------ ------ ------ ------ ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1994 3,334 $33 17,792 $178 $120,180 $(121,709) $(1,318)

Issuance of stock:
Conversion of promissory notes -- -- 8,773 88 26,942 -- 27,030
Exercise of options -- -- 314 3 1,451 -- 1,454
Conversion of Series C preferred stock (3,334) (33) 9,508 95 (62) -- --
Stock issuance costs -- -- -- -- (221) -- (221)
Net loss for year ended December 31, 1995 -- -- -- -- -- (2,482) (2,482)
--------------------------------------------------------------------------
Balances, December 31, 1995 -- -- 36,387 364 148,290 (124,191) 24,463

Issuance of stock:
Stock based compensation -- -- 429 4 3,056 -- 3,060
Exercise of options -- -- 182 2 673 -- 675
Cancellation of treasury stock -- -- (1) -- (13) -- (13)
Stock issuance costs -- -- -- -- (176) -- (176)
Net loss for year ended December 31, 1996 -- -- -- -- -- (5,737) (5,737)
--------------------------------------------------------------------------
Balances, December 31, 1996 -- -- 36,997 370 151,830 (129,928) 22,272

Issuance of stock:
Exercise of options -- -- 126 1 582 -- 583
Sale of Common Stock -- -- 800 8 3,936 -- 3,944
Stock issuance costs -- -- -- -- (391) -- (391)
Foreign exchange translation adjustment -- -- -- -- -- (15) (15)
Net loss for year ended December 31, 1997 -- -- -- -- -- (8,857) (8,857)
--------------------------------------------------------------------------
Balances, December 31, 1997 -- $-- 37,923 $379 $155,957 $(138,800) $17,536
==========================================================================
See accompanying notes.
</TABLE>
<PAGE>

RAMTRON INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
------------------------

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" (registered trademark))
products and high-speed DRAM products, called Enhanced-DRAM ("EDRAM"
(registered trademark)) products.

To date, the Company has generated revenue principally under 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 and beginning in 1993 from the sale
of its FRAM and EDRAM products. Product sales (primarily EDRAM) have been
made to various customers for use in a variety of applications including
consumer electronics, telecommunications, accelerator boards, disk controllers
and industrial control devices. During 1997, 1996 and 1995, the Company's
revenues have been derived from several customers within these industries
(Note 8).

USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles 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 revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

PRINCIPLES OF CONSOLIDATION. The accompanying financial statements include
the consolidation of accounts for the Company's wholly owned subsidiaries,
Enhanced Memory Systems, Inc. ("EMS"), which was created in May 1995 and
Ramtron Kabushiki Kaisha ("Ramtron K.K."), which was created in July 1996.
The Company formed the wholly owned subsidiary, EMS, to operate its EDRAM
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 Japan alliance partners. To date, Ramtron K.K.
has had limited operations. All material inter-company accounts and
transactions have been eliminated in consolidation.

REVENUE RECOGNITION. Revenue from product sales to direct customers is
recognized upon shipment. The Company defers recognition of sales to
distributors which allow rights of return and price protection until
distributors have resold the products.
<PAGE>
Royalty revenue is recognized upon the Company's fulfillment of its
contractual obligations and determination of a fixed royalty amount, or, in
the case of ongoing unit royalties, upon sales by the licensee of royalty-
bearing products, as estimated by the Company.

Revenue from licensing and technology development programs which are
nonrefundable and for which no significant future obligations exist is
recognized when the license is signed. Revenue from licensing and technology
development programs which are refundable or for which future obligations
exist is recognized when the Company has completed its obligations under the
terms of the agreements. Certain research and development activities are
conducted for third parties and such revenue is recognized as the services are
performed.

INVENTORIES. Inventories are stated at the lower of cost or market value. The
first-in, first-out method of costing inventories is used.

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.

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 statements of operations in the period in which
such sale or disposition occurs.

INTANGIBLE ASSETS. Intangible assets are recorded at cost and are amortized
over their estimated useful lives using the straight-line method.

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 (Note 10).

CASH AND CASH EQUIVALENTS. For purposes of the consolidated statements of
cash flows, the Company considers all cash and highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.
<PAGE>
NET LOSS PER SHARE. In February 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 128
("SFAS No. 128"), "Earnings Per Share." Under FASB No. 128, primary earnings
per share previously required under Accounting Principles Board No. 15 is
replaced with basic earnings per share. Basic earnings per share is computed
by dividing reported earnings available to common stockholders by 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. The adoption of SFAS No. 128 had
no effect on previously reported loss per share. As a result of the Company's
net losses, all potentially dilutive securities: 7,070,000 warrants and
3,587,000 options in 1997; 6,990,000 warrants and 3,706,000 options in 1996;
and 6,990,000 warrants and 1,160,000 options in 1995, would be anti-
dilutive and thus, excluded from diluted earnings per share.

LONG-LIVED ASSETS. Long-lived assets and certain identifiable intangibles to
be held and used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Any long-lived assets and certain identifiable intangibles to
be disposed of are reported at the lower of carrying amount or fair value less
cost to sell.

FAIR VALUE OF FINANCIAL INSTRUMENTS. The Company's financial instruments
consist of cash and cash equivalents, short-term trade receivables and
payables, and a related party promissory note. The carrying values of cash
and cash equivalents, and short-term trade receivables and payables
approximate fair value due to their short-term nature. The fair value of the
related party promissory note is estimated on current rates available for
similar debt with similar maturities and collateral. The related party
promissory note has a carrying value that is not significantly different than
its estimated fair value.

RECLASSIFICATIONS. Certain reclassifications to prior years' financial
statements have been made to conform to the current year's presentation.
<PAGE>
2. INVENTORIES:

Inventories consist of:

December 31,
------------------
1997 1996
------ ------
(in thousands)

Finished goods $4,108 $6,174
Work in process 2,932 1,055
Raw materials 107 113
------ ------
$7,147 $7,342
====== ======

3. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

Estimated December 31,
Useful Lives -----------------
(In Years) 1997 1996
------------ ------- -------
(in thousands)

Land -- $ 668 $ 668
Buildings and improvements 18 and 10 8,729 8,750
Equipment 5 13,142 12,077
Office furniture and equipment 5 621 621
------- -------
23,160 22,116
Less accumulated depreciation and amortization (15,136) (13,419)
------- -------
$ 8,024 $ 8,697
======= =======

Depreciation and amortization expense for property, plant and equipment was
$1,826,000, $2,115,000, and $2,621,000 for 1997, 1996, and 1995, respectively.
Maintenance and repairs expense was $823,000, $443,000, and $415,000 for 1997,
1996 and 1995, respectively.
<PAGE>
4. INTANGIBLE ASSETS:

Intangible assets consist of:

Estimated December 31,
Useful Lives ---------------
(In Years) 1997 1996
------------ ------ ------
(in thousands)

Patents and trademarks 10 $3,036 $2,690
License rights 5 2,150 2,150
Costs in excess of net assets purchased 17 4,529 4,529
------ ------
9,715 9,369
Less accumulated amortization (5,022) (4,251)
------ ------
$4,693 $5,118
====== ======

In August 1995, the Company entered into a cross license agreement with a
third party regarding the use of certain ferroelectric technology in the
development and production of ferroelectric integrated circuit memories. The
Company is required to pay a technology license fee in four annual
installments to the third party as consideration for certain rights received
under the cross license agreement. Such license fee is included in intangible
assets for the years ending December 31, 1997 and 1996 and is being amortized
over the five-year term of the cross license agreement.

Amortization expense of intangible assets was $771,000, $745,000, and $391,000
for 1997, 1996 and 1995, respectively.

5. COMMITMENTS:

LEASE COMMITMENTS. The Company has commitments under non-cancelable operating
leases expiring through 2002 for various equipment. Minimum future annual
lease payments under these leases as of December 31, 1997 are as follows:

1998 $ 615,000
1999 485,000
2000 298,000
2001 36,000
2002 21,000
----------
$1,455,000
==========
<PAGE>
Total rent expense on all operating leases was $425,000, $393,000, and
$193,000 for 1997, 1996, and 1995, 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 EDRAM products and
intends to enter into additional third party manufacturing agreements for the
supply of such products in the future. The Company has relied and will
continue to rely on such manufacturing relationships as the primary source of
manufacturing for its products.

6. STOCKHOLDERS' EQUITY:

COMMON STOCK PLACEMENT. In December 1997, the Company issued and sold in a
private placement to certain investment funds 800,000 shares of restricted
Common Stock at an issue price of $4.93 per share. The common stock purchase
price was based on a 15% discount to the average closing bid price for the
Company's common stock as reported on the Nasdaq National Market ("NASDAQ")
during the five trading day period immediately prior to the date of the
issuance resulting in aggregate gross proceeds to the Company of $3,944,000.

Subject to certain exceptions, if during the twelve-month period following the
closing of the transaction, the Company sells any shares of Common Stock for
an issue price lower than the purchase price, the purchase price per share of
such Common Stock shall be adjusted downward to equal such lower issue price.
Any such adjustment would be effected by issuing additional shares of Common
Stock to the holders who purchased in the private placement. No adjustment
will be required in the event of sales of shares of Common Stock by the
Company (i) upon conversion or exercise of any options or warrants outstanding
on the date of the Common Stock Agreement, or (ii) pursuant to the provisions
of any shareholder approved employee benefit or incentive plan heretofore or
hereafter adopted by the Company. Whether or not any adjustment will be
necessary in the future will depend upon factors which cannot be predicted by
the Company at this time including, among others, the future market price of
the Company's Common Stock. The Company has agreed to register for resale
under the Securities Act the shares of Common Stock issued pursuant to the
private placement transaction.

The Company also issued to the placement agents warrants to acquire an
aggregate of 80,000 shares of Common Stock for a purchase price of $4.93 per
share which expire in December 2002. The Company is obligated to register the
shares of Common Stock issuable upon exercise of the Common Stock Warrants for
resale under the Securities Act.
<PAGE>
DEBT CONVERSION. In July 1995, the Company entered into a debt conversion
agreement (the "1995 Debt Conversion Agreement") providing for (i) the
conversion into the Company's common stock of approximately $27 million of the
Company's outstanding debt plus all accrued interest and (ii) the Fund
extended to the Company a $12 million credit facility. All transactions
relating to the 1995 Debt Conversion Agreement closed in September 1995.

SERIES C CONVERTIBLE PERFORMANCE RIGHT PREFERRED STOCK. In December 1993, the
Company issued through a private placement, 1,685,000 shares of its Series B
convertible preferred stock, $.01 par value, for $15,162,000 ($9.00 per share)
of cash. Concurrently, the Company elected to convert $14,840,000 of
convertible promissory notes issued to its two principal stockholders into
1,649,000 shares of Series B convertible preferred stock under the same terms
as the private placement. In January 1994, each share of Series B convertible
preferred stock automatically converted into one share of common stock and one
share of Series C convertible performance right preferred stock, $.01 par
value ("Series C preferred stock"). Such conversion occurred at the time
the Company registered with the Securities and Exchange Commission the resale
of the common stock and Series C preferred stock. On December 15, 1995, all
outstanding Series C preferred stock totaling 3,333,565 shares converted into
approximately 9,507,650 shares of the Company's common stock pursuant to the
terms of such preferred stock. As of December 31, 1997, there was no
preferred stock issued and outstanding.

WARRANTS. Warrants to purchase shares of the Company's common stock,
including warrants issued to related parties (Note 7), are as follows:

Number of Shares
-----------------------------
(in thousands)
Exercise Principal
Price Per Share Stockholders Others Total
--------------- ------------ ------ -----

Outstanding and exercisable
at December 31, 1994 $9.80-$52.50 5,889 -- 5,889

Granted $4.15 11,018 1,100 12,118
Cancelled $4.15-$52.50 (9,918) (1,100) (11,018)
-----------------------------
Outstanding and exercisable
at December 31, 1995 $4.15 6,989 -- 6,989
-----------------------------
Outstanding and exercisable
at December 31, 1996 $4.15 6,989 -- 6,989

Granted $4.93 80 -- 80
-----------------------------
Outstanding and exercisable
at December 31, 1997 $4.15-$4.93 7,069 -- 7,069
=============================
<PAGE>
All of the above warrants are currently exercisable. Of such warrants,
warrants to purchase 6,989,000 shares of common stock with an exercise price
of $4.15 expire in August 2000, and the remaining warrants to purchase 80,000
shares of common stock with an exercise price of $4.93 expire in December
2002. The Company has determined that all outstanding warrants had a nominal
value at the time of issuance.

STOCK OPTIONS. The Company has three stock option plans, the Amended and
Restated 1986 Stock Option Plan (the "1986 Plan"), the 1989 Nonstatutory Stock
Option Plan (the "1989 Plan") and the 1995 Stock Option Plan (the "1995 Plan")
(collectively, the "Plans"). The Plans reserve 5,678,570 shares of the
Company's common stock for issuance and permit the issuance of nonqualified
stock options. The exercise price of all nonqualified 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 Plan, 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, 1997, the Company has not granted any
incentive stock options. The Company accounts for these plans under APB
Opinion No. 25, under which no compensation cost has been recognized.

Had compensation costs for these plans been determined consistent with SFAS
No. 123, "Accounting for Stock Based Compensation," the Company's net loss and
net loss per share would have been reported as follows:

Year Ended Year Ended Year Ended
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1995
------------- ------------- -------------

Net Loss (in thousands)
As reported $(8,857) $(5,737) $(2,482)
Pro forma (12,637) (8,784) (4,348)

Net Loss Per Share
As reported - basic and diluted $(0.24) $(0.16) $(0.11)
Pro forma - basic and diluted (0.34) (0.24) (0.20)

Because the SFAS No. 123 method of valuation has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation costs
may not be representative of amounts to be expected in future years.

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 1997, 1996 and 1995 grants:
<PAGE>
1997 1996 1995
---------- ---------- ----------
Risk Free Interest Rate 5.54% 6.30% 6.30%
Expected Dividend Yield 0% 0% 0%
Expected Lives 3.5 years 3.5 years 3.5 years
Expected Volatility 50% 50% 50%

Activity in the Plans is as follows:

Number of Shares
-------------------------------------
(in thousands)
Weighted Average Directors
Exercise and
Price Per Share Officers Employees Others Total
---------------- -------- --------- -------- ---------

Outstanding at
December 31, 1994 $5.61 643 419 390 1,452

Granted $4.15 1,083(1) 297(1) 35(1) 1,415(1)
Cancelled $5.45 (819)(1) (374)(1) (200)(1) (1,393)(1)
Exercised $4.60 -- (172) (142) (314)
Reclassified $4.36 (142) 124 18 --
--------------------------------------
Outstanding at
December 31, 1995 $4.29 765 294 101 1,160

Granted $6.76 612 2,109 50 2,771
Cancelled $6.37 (20) (58) -- (78)
Exercised $4.20 (55) (57) (35) (147)
Reclassified $6.12 88 (112) 24 --
--------------------------------------
Outstanding at
December 31, 1996 $6.10 1,390 2,176 140 3,706
--------------------------------------

Granted $6.20 156 246 -- 402
Cancelled $6.55 -- (335) (63) (398)
Exercised $4.71 (50) (49) (24) (123)
Reclassified $6.12 (187) -- 187 --
--------------------------------------
Outstanding at
December 31, 1997 $6.13 1,309 2,038 240 3,587
======================================
Exercisable at
December 31, 1997 $5.51 663 573 167 1,403
======================================
- ------------
(1) The Company granted options to purchase an aggregate of 1,415,309 shares
in 1995 comprised of (i) options covering 995,309 shares which were originally
granted at various times between April 1989 and April 1995 and were amended in
July 1995 pursuant to a 1995 debt conversion agreement solely to reduce the
exercise price thereof to $4.15 per share and (ii) additional grants of
options covering 420,000 shares.
<PAGE>
The weighted average fair value of shares granted during the years ended
December 31, 1997, 1996 and 1995 are $3.31, $3.78 and $2.08, respectively.

The following table sets forth the exercise price range, number of shares,
weighted average exercise price and remaining contractual lives by groups of
similar price and grant date:

Weighted Average
Number of --------------------------
Exercise Price Shares Exercise Contractual
Range Outstanding Price Life
-------------- ----------- -------- -----------
$1.75 14,569 $1.75 0.87
$4.15 - $6.88 1,995,187 $5.51 7.15
$6.89 - $6.94 1,497,500 $6.89 8.71
$7.25 - $8.19 79,500 $7.92 8.86
---------
3,586,756
=========

Weighted Average
Number of --------------------------
Exercise Price Exercisable Exercise Contractual
Range Shares Price Life
-------------- ----------- -------- -----------
$1.75 14,569 $1.75 0.87
$4.15 - $6.88 971,086 $4.95 7.15
$6.89 - $6.94 392,500 $6.89 8.71
$7.25 - $8.19 24,875 $8.02 8.86
---------
1,403,030
=========

The Company has also granted options not subject to the Plans to others.
Activity involving such options is as follows:

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

Outstanding at December 31, 1995 $1.75 38

Exercised $1.75 (35)
----
Outstanding and exercisable
at December 31, 1996 $1.75 3

Exercised $1.75 (3)
----
Outstanding and exercisable
At December 31, 1997 --
====
<PAGE>
OTHER. Under an incentive plan, which terminated on December 2, 1996, the
Company issued 429,000 shares of common stock with a fair value of $3,056,000.
Approximately $2,910,000 and $150,000 was expensed in 1996 and 1995,
respectively.

7. RELATED PARTY TRANSACTIONS:

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

TRANSACTIONS WITH THE FUND. 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 1997, 1996 and 1995, the Company was
obligated to pay to the Fund approximately $60,000, $60,000, and $89,300,
respectively, in payment of such fees and expenses.

The Company granted to the Fund pursuant to a 1995 debt conversion agreement
(the "1995 Debt Conversion Agreement") certain rights to register under the
Securities Act for resale all of the warrants and shares of common stock
issued to the Fund pursuant to the 1995 Debt Conversion Agreement. Further,
the Company, Oren L. Benton (a previous principal stockholder of the Company
("Benton")) and BEA Associates, Inc. (a principal stockholder of the Company
("BEA")) agreed that for as long as the Fund owns 5% or more of the issued and
outstanding shares of the Company's common stock, they will use their best
efforts to cause one designee of the Fund to serve on the Company's Board of
Directors.

In September 1995 and in connection with the 1995 Debt Conversion Agreement,
the Company and the Fund entered into a Loan Agreement (the "Fund Credit
Facility") pursuant to which the Fund agreed to lend to the Company up to
$12,000,000 bearing interest at 12% and to treat the amount advanced to the
Company under a March 1995 Credit Facility as an advance against the Fund
Credit Facility. The outstanding principal balance and accrued interest as of
December 31, 1997 under the Fund Credit Facility was $5,500,000 and
$957,000, respectively. The outstanding principal balance and accrued
interest as of December 31, 1996 under the Fund Credit Facility was
$2,600,000 and $571,000, respectively. The Fund Credit Facility is
secured by a first priority security lien on the Company's assets, including
the assets of its subsidiary, EMS, and by a pledge of the shares of stock of
EMS and Racom (described below) owned by the Company. The Fund has the right
to convert all or any portion of the amounts outstanding under the Fund Credit
Facility into common stock at any time or times before maturity of the loan in
June 1998 at a conversion price equal to $10.5125 for each share of common
stock. The conversion price was determined pursuant to the loan agreement and
is equal to the average of the closing prices of the Company's common stock on
The Nasdaq Stock Market for the five days following the initial advance under
the New Fund Credit Facility. The Company also agreed under the Fund Credit
Facility to register for resale any shares of common stock issued by the
Company upon any conversion of amounts outstanding under the Fund Credit
Facility.
<PAGE>
TRANSACTIONS INVOLVING GEORGE J. STATHAKIS. In July 1995, Mr. Stathakis
entered into a consulting agreement with the Company pursuant to which he
agreed to perform consulting services for the Company until December 31, 1996
in consideration of $7,000 per month. Pursuant to the terms of such
consulting agreement, the Company has the option to extend the term of the
agreement for six additional periods of six months each. In December 1996,
the Company exercised a six-month extension to such agreement for
Mr. Stathakis to perform consulting services for the Company through June 30,
1997. In July 1997, the Company exercised a second extension to such
agreement for Mr. Stathakis to perform consulting services for the Company
until December 1998, with a decrease in consideration for such services to
$5,800 per month.

During 1997, the Company paid to Mr. Stathakis $85,000 as payment for
consulting fees and reimbursement for expenses owed to Mr. Stathakis in
connection with consulting services performed by Mr. Stathakis for the benefit
of the Company during 1997.

The consolidated statements of operations include amounts attributable to
related party transactions, as follows:

1997 1996 1995
------ ------ ------
(in thousands)
Sales, general and administrative expenses:
- ------------------------------------------
Consulting and director fees $147 $147 $187
Travel costs -- -- 44
Legal, accounting and consulting fees -- -- 17
Advertising and investor relations fees -- -- 45
------ ------ ------
$147 $147 $293
====== ====== ======

1997 1996 1995
------ ------ ------
(in thousands)
Interest expense:
- ----------------
Interest expense on long-term promissory
notes, related parties $ -- $ -- $1,126
Interest expense on notes payable, related parties -- -- 579
Interest expense on convertible promissory
notes, related party 386 317 275
------ ------ ------
$386 $317 $1,980
====== ====== ======

INVESTMENT IN RACOM. The Company has a 37% beneficial ownership interest in
Racom. The investment is carried at zero as the Company has no commitment to
provide future funding to Racom. The Fund credit facility is secured by a
first priority security lien on the Racom shares owned by the Company.
<PAGE>
8. MAJOR CUSTOMERS AND EXPORT SALES:

Transactions with the following customers accounted for more than 10% of the
Company's revenues:

1997 1996 1995
------------ ------------ ------------
(dollars in thousands)
Product sales:
A $ -- -- $ -- -- $1,888 17%
B -- -- -- -- 1,136 10%
C -- -- 1,862 11% -- --
D 3,488 24% 2,615 15% -- --
E 2,908 20% -- -- -- --

License and development fees revenue:
F -- -- -- -- $2,500 23%
G -- -- 1,500 11% -- --
H -- -- 2,000 15% 2,000 18%
I 3,750 65% 3,750 28% 5,000 45%
J -- -- 5,000 38% -- --
K 2,000 35% -- -- -- --

Customer-sponsored research and
development revenues:
F -- -- -- -- $ 57 23%
L -- -- 26 13% 109 39%
M, an affiliate -- -- 35 18% 90 32%
N -- -- 27 14% -- --
O -- -- 20 10% -- --
P -- -- 23 12% -- --
Q -- -- 25 13% -- --
R 96 73% 32 16% -- --

Royalties:
S -- -- -- -- $6,500 100%

Export product sales as a percentage of total product sales were 38%, 21% and
49% for the years 1997, 1996 and 1995, respectively.

9. SUPPLEMENTAL CASH FLOW INFORMATION:

CASH PAID FOR INTEREST AND INCOME TAXES:
1997 1996 1995
------ ------ ------
(in thousands)

Interest $49 $41 $44
Income taxes -- -- --
<PAGE>
NON-CASH INVESTING AND FINANCING ACTIVITIES:
1997 1996 1995
------ ------ ------
(in thousands)

Conversion of related-party promissory notes and
accrued interest to common stock $-- $-- $27,030

Conversion of Series C preferred stock -- -- 95

License purchased with a note payable -- -- 1,650

10. INCOME TAXES:

As of December 31, 1997, the Company had approximately $128 million of net
operating loss carryovers for tax purposes. Further, the Company has
approximately $1.2 million of research and development tax credits available
to offset future federal tax. The net operating loss and credit carryovers
expire through 2012. 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 the net deferred income tax asset were as follows:

December 31,
--------------------
1997 1996
------- -------
(in thousands)
Deferred tax assets:
License fees and deferred revenue $ 2,700 $ 2,700
Other 1,200 1,400
Net operating loss carryovers 51,600 47,800
------ -------
55,500 51,900
Valuation allowance (55,500) (51,900)
------ ------
$ -- $ --
====== ======
<PAGE>
The provision for income taxes includes the following:

December 31,
----------------------------
1997 1996 1995
------ ------ ------
(in thousands)
Current:
Federal $ -- $ -- $ --
State -- -- --
------ ------ ------
Total current -- -- --

Deferred:
Federal (3,221) (2,415) (268)
State (379) (285) (32)
------ ------ ------
Total deferred benefit (3,600) (2,700) (300)
------ ------ ------
Increase in valuation allowance 3,600 2,700 300
------ ------ ------
Total provision $ -- $ -- $ --
====== ====== ======

Income taxes computed using the federal statutory income tax rate differ from
the Company's effective tax rate primarily as a result of state taxes and the
increase in the valuation allowance.

Taxes other than payroll and income taxes were $549,000, $807,000 and
$1,296,000 for 1997, 1996 and 1995, respectively.

11. 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 full-time employees are
participants. Participants in the 401(k) Plan may make maximum pretax
contributions, subject to limitations imposed by the Code, of 20% 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.
<PAGE>
12. LEGAL PROCEEDINGS:

PATENT INTERFERENCE. 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 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 four 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 is expected
in the near future. The Company has the right to appeal, and plans to appeal,
any adverse decision of the Patent Office to the Federal District Court and
then, if necessary, to the Court of Appeals for the Federal Circuit. 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. 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.

LITIGATION. The company is a defendant in a lawsuit filed in October 1997, by
the Trustee of the NTC Liquidating Trust against Brown Brothers Harriman,
Citibank N.A. (the Company's stock transfer agent) and the Company. The NTC
Liquidating Trust was created under Colorado law, in connection with
implementation of Chapter 11 plans of liquidation for Oren Benton ("Benton
Bankruptcy Court") proceedings. The Trustee's claim seeks damages in the
amount of $5.9 million and, alternatively, 523,127 shares of Common Stock.
Summarily stated, the Trustee's claim is based on allegations that Benton and
<PAGE>
affiliated persons caused shares of Common Stock of the Company to be
converted, concealed, or wrongly transferred in violation of the automatic
stay in effect as a result of the Benton bankruptcy filing. The Company
believes that it was not involved in the disputed transfer or concealment, has
no direct liability to the NTC Liquidating Trust Trustee, and that it has
adequate defenses to any liability as indemnitor of its transfer agent in the
circumstances. The Company has moved to have the NTC Liquidating Trust's
Trustee's claim dismissed. If the NTC Liquidating Trust's Trustee's claim
were to result in a judgement against, or is ultimately required to be
satisfied by, the Company, the payment of damages could have a materially
adverse effect on the Company or the issuance of shares of Common Stock in the
amount sought could materially dilute the Company's common stockholders.

From time to time the Company is party to various legal claims and disputes
incident to its normal operating activities. Management believes none of
these other actions would have a material adverse effect on the Company's
financial position or results of operations.

13. SUBSEQUENT EVENT

In February, 1998, the Company issued and sold in a private placement to
certain accredited investors for $1,000 per share an aggregate of 17,425
shares of a newly-established series of preferred stock, designated as Series
A Convertible Preferred Stock ("Series A Preferred Stock"), resulting in
gross aggregate proceeds of approximately $17.4 million. Each share of Series
A Preferred Stock is entitled to receive cumulative dividends at the rate of
6% per annum, payable in shares of Series A Preferred Stock valued at $1,000
per share. Each share of Series A Preferred Stock is also entitled to a
liquidation preference of $1,000 per share, plus any accrued but unpaid
dividends, in preference to any other class or series of capital stock of the
Company. Except for certain exceptions, holders of Series A Preferred Stock
have no voting rights.

The shares of Series A Preferred Stock are convertible into shares of the
Company's common stock upon the earlier of May 25, 1998 or the date on which
the registration statement relating to the resale of the common stock issuable
upon conversion of the Series A Preferred Stock becomes effective. The shares
of Series A Preferred Stock, including any accrued dividends thereon, will
automatically convert into common stock on the fifth anniversary of the date
of the original issuance to the extent any shares of Series A Preferred Stock
remain outstanding at that time. Each share of Series A Preferred Stock is
convertible into that number of shares of common stock equal to the quotient
of (i) $1,000 divided by (ii) the Conversion Price. Until September 1, 1998,
the Conversion Price shall be $10.00. Thereafter, subject to the maximum
Conversion Price specified below, the Conversion Price will be equal to the
lowest trading price of the common stock for the 22 trading days immediately
preceding the conversion date, less a discount ranging from 7% (beginning
September 1, 1998) and increasing by 1% per month to 15% (on or after May 1,
1999). The maximum Conversion Price is the lesser of (i) 85% of the average
of the daily low trade prices of the common stock for the fifteenth calendar
month after the closing, (ii) 85% of the average of the daily low trade prices
of the common stock for the twenty-first calendar month after the Closing, or
(iii) 85% of the average of the daily low trade prices of the common stock for
the twenty-seventh calendar month after the closing. Such provisions become
effective at the end of the fifteenth, twenty-first and twenty-seventh
calendar months, respectively, following the closing date.
<PAGE>
The number of shares that any holder of Series A Preferred Stock may convert
in any calendar month, on a cumulative basis following the closing date, is at
least 20% and up to 50% (depending upon the price at which the common stock is
trading) of the number of shares of the Series A Preferred Stock held of
record by such holder on such day.

If the Conversion Price falls below a pre-determined amount, (to be
established and re-established each calendar month by the Company) upon
conversion of any Series A Preferred Stock, the Company may, at its option, in
lieu of the issuance of common stock, honor such conversions through a cash
payment. Such cash payment would be equal in amount to the proceeds that
would otherwise have been received by the investor via conversion to common
stock and subsequent sale at the high trade price on the date of conversion.

The shares of Series A Preferred Stock will not be convertible into more than
approximately 7,420,000 shares of common stock (approximately 19.9% of the
number of shares of common stock outstanding on December 22, 1997) (the "NASD
Cap") without obtaining shareholder approval in accordance with the Rules of
the NASD listing requirements. If such shareholder approval is not obtained
by June 30, 1998, the Company will be required to redeem, at a price equal to
110% of the liquidation preference of such shares, the smallest number of
shares of Series A Preferred Stock which is sufficient, in the Company's
reasonable judgement, such that following such redemption, conversion of the
remaining shares of Series A Preferred Stock would not constitute a breach of
the Company's obligations under the Rules of the NASD.

The Company has agreed to register the shares of common stock issuable upon
conversion of the Series A Preferred Stock for resale under the Securities Act
of 1933 by June 25, 1998.

Each purchaser of the Series A Preferred Stock has agreed not to offer or sell
on any trading day, on a net basis, more than the following number of shares
of common stock: the greater of (i) 10% of the average daily trading volume of
the common stock for the five trading days immediately preceding such sale as
reported by NASDAQ, (ii) 20,000 shares, or (iii) 10% of the trading volume of
the common stock on the day of such sale, as reported by NASDAQ. In addition,
the purchasers of the Series A Preferred Stock and their affiliates have
agreed not to engage in any short sales, swaps, purchasing of puts, or other
hedging activities that involve the direct or indirect use of the common stock
to hedge their investment in the Series A Preferred Stock; however, the
investor may write call options if the call exercise price is greater than the
effective Conversion Price on the day that the call is written. These hedging
restrictions do not apply to certain short sales within three days of
conversion in amounts not greater than the number of shares issuable upon
conversion.
<PAGE>
The conversion discount of the Series A Preferred Stock is considered to be an
additional preferred stock dividend. The maximum discount of 15% (the
"guaranteed return") of $3,075,007 will initially be recorded as a reduction
of preferred stock and an increase to additional paid-in capital. The
guaranteed return reduction to preferred stock will be accreted, as additional
dividends, over 14 months by recording a charge to income available to Common
Stockholders and an increase to preferred stock. The Company will also record
cumulative dividends of $60 per outstanding Series A Preferred share per annum
($1,045,500 annually assuming 17,425 Series A Preferred shares outstanding) as
a reduction of income available to Common Stockholders. The earnings per
share calculation will show the effect of the guaranteed return (recorded as
additional dividends) and annual cumulative dividends recorded to net income
available to Common Stockholders.

As partial consideration for placing such securities, the Company issued to
the Placement Agents Series A Preferred Stock warrants to acquire an aggregate
of 1,742 shares of Series A Preferred Stock for an exercise price of $1,000
per share (subject to the same anti-dilution protections as are applicable to
the Series A Preferred Stock). Such warrants are exercisable for a period of
five years for shares of Series A Preferred Stock. The Company is obligated
to register the shares of common stock issuable upon exercise and conversion
of the Placement Agents' warrants for re-sale under the Securities Act.
<PAGE>
<TABLE>
<CAPTION>
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
- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended 12/31/95:

Allowance for
doubtful accounts $310 $463 $-- $489 $284
=========================================================

Year Ended 12/31/96:

Allowance for doubtful
accounts, returns and
discounts $284 $984 $-- $547 $721
=========================================================

Year Ended 12/31/97:

Allowance for doubtful
accounts, returns and
discounts $721 $371 $-- $925 $167
=========================================================
</TABLE>
<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants required to be
reported herein.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information concerning the Company's directors required by this Item is
incorporated by reference from the information contained in the section
captioned "Election of Directors" in the Company's Proxy Statement.

The information concerning the Company's executive officers required by this
Item is included in Part I hereof entitled "Executive Officers of the
Registrant."

The information concerning compliance with Section 16(a) of the Securities
Exchange Act of 1934, as amended, is incorporated by reference to the
information contained in the Section captioned "Common Stock Ownership
Principal Stockholders and Management - Section 16(a) Beneficial Ownership
Reporting Compliance," in the Company's Proxy Statement.

Item 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference from the
information contained in the section captioned "Executive Compensation" in
the Company's Proxy Statement.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated by reference from the
information contained in the section captioned "Common Stock Ownership
Principal Stockholders and Management" in the Company's Proxy Statement.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated by reference from the
information contained in the sections captioned "Certain Relationships and
Related Transactions" and "Executive Compensation and Other Information-
Compensation Committee Interlocks and Insider Participation" in the Company's
Proxy Statement.
<PAGE>
PART IV

Item 14. 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. The following Consolidated Financial
Statements of the Company and the Report of Independent Accountants are
incorporated by reference from the indicated pages of the Company's 1997
Annual Report to Stockholders:

Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated Statements of Operation for the years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
for the years ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flow for the years ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements

(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
-------
3.1 Certificate of Incorporation of Registrant, as amended.(1)
3.2 Bylaws of Registrant, as amended.(2)

4.1 Certificate of Designation, Preferences, Rights and
Limitations of Series A Convertible Preferred Stock.(3)
4.2 Form of Preferred Stock Investment Agreement.(3)
4.3 Form of Preferred Stock Warrant.(3)
4.4 Form of Common Stock Purchase Agreement.(4)
4.5 Form of Common Stock Purchase Warrant.(4)

10.1 Registrant's Amended and Restated 1986 Stock Option Plan and
forms of Incentive Stock Option Agreement, Nonstatutory
Stock Option Agreement and Stock Purchase Agreement.(5)
10.2 Registrant's amended 1989 Nonstatutory Stock Option Plan and
forms of Nonstatutory Stock Option Agreement and Stock
Purchase Agreement.(6)
<PAGE>
10.3 Form of Nonstatutory Stock Option Agreement for option grants
outside the 1986 Plan, including schedule identifying
optionees.(7)
10.4 Common Stock Purchase Option of Registrant dated October 4,
1989 issued to Global Alliance Pty. Ltd.(8)
10.5 Form of Invention and Non-Disclosure Agreement
between Registrant and employees.(9)
10.6 Indemnification Agreement dated March 7, 1990 between Oren L.
Benton and George J. Stathakis.(14)
10.7 Shareholders' Agreement dated October 25, 1991 among
Registrant, Racom Systems, Inc., AWA Limited and Intag
International Limited.(10)
10.8 Letter Agreement dated December 18, 1991 between Oren L.
Benton and George J. Stathakis.(10)
10.9 Hitachi-Ramtron Addendum to Letter of Intent dated August 24,
1992 between Registrant and Hitachi.(11)
*10.10 High-Density FRAM Cooperation Agreement between Registrant
and Hitachi, Ltd. dated April 25, 1994.(6)
*10.11 Memorandum of Understanding dated April 25, 1994 between the
Registrant and Hitachi.(13)
*10.12 Cooperative Agreement for License Manufacturing of FRAM
Product between Registration and Rohm Co., Ltd. dated
August 3, 1994.(6)
*10.13 Stock Purchase Agreement between Registrant, Intag
International Limited and Racom Systems, Inc. dated
November 14, 1994.(6)
10.14 First Amendment to Shareholders Agreement between Registrant,
Intag International Limited and Racom Systems, Inc. dated
November 14, 1994.(6)
10.15 1995 Stock Option Plan and forms of Incentive Stock Option
Agreement and Nonstatutory Stock Option Agreement.(12)
10.16 Employment Agreement effective April 1, 1995 between the
Registrant and L. David Sikes.(12)
*10.17 Agreement for EDRAM Design and Purchase of Products dated
April 26, 1995 between the Registrant and IBM.(13)
*10.18 Memorandum for Payment under High-Density FRAM Cooperation
Agreement dated May 11, 1995 between the Registrant and
Hitachi.(13)
*10.19 Transit Foundry Agreement dated May 23, 1995 between EMS and
Nippon Steel.(13)
*10.20 FRAM Technology License Agreement dated July 31, 1995 between
the Registrant and Toshiba.(13)
10.21 Agreement for (1) Sale of Certain Ramtron Debt to BEA, (2)
Conversion of Such Transferred Debt and Conversion of Benton
and NEBF Debt into Ramtron Equity Interest and (3) Provision
of $12.0 Million Credit Facility to Ramtron dated July 28,
1995 among the Registrant; the Fund; Oren L. Benton and the
bankruptcy estates of CSI Enterprises, Inc., Energy Fuels,
Ltd., Oren L. Benton, Energy Fuels Exploration Co. and Nuexco
Trading Corporation; BEA; and Nordostschweizerische
Kraftwerks AG (NOK), Kernkraftwerk Gosgen-Daniken AG and
Kernkraftwerk Leibstadt AG.(13)
<PAGE>
*10.22 Symetrix/Ramtron Ferroelectric Cross License Agreement dated
as of August 11, 1995 between the Registrant and
Symetrix.(14)
10.23 Loan Agreement dated August 31, 1995 between the Registrant
and the Fund.(12)
10.24 Promissory Note dated August 31, 1995 in the maximum
principal amount of $12,000,000 made by the Registrant in
favor of the Fund.(12)
10.25 Warrant to Purchase 4,028,485 shares of Common Stock dated
August 31, 1995 issued by the Registrant to the Fund.(12)
10.26 Warrant to Purchase 1,861,216 shares of Common Stock dated
August 31, 1995 issued by the Registrant to Oren Lee
Benton, Debtor in Possession.(12)
*10.27 First Amendment to Symetrix/Ramtron Ferroelectric Cross
License Agreement dated September 13, 1995 between the
Registrant and Symetrix.(13)
*10.28 Memorandum of Understanding dated September 21, 1995 between
the Registrant and Hitachi.(13)
*10.29 Amendment dated September 21, 1995 to High-Density FRAM
Cooperation Agreement between the Registrant and Hitachi.(11)
*10.30 Supplement-1 dated September 28, 1995 to Cooperative
Agreement for License Manufacturing of FRAM Product between
the Registrant and Rohm.(13)
10.31 Warrant to Purchase 1,100,000 shares of Common Stock dated
October 5, 1995 issued by the Registrant to Oren Lee
Benton, Debtor in Possession.(12)
*10.32 FRAM Technology License Agreement dated December 19, 1995
between the Registrant and Fujitsu.(13)
*10.33 Memorandum of Understanding dated December 19, 1995 between
the Registrant and Fujitsu.(13)
*10.34 Amendment No. 2 to High-Density FRAM Cooperation Agreement
dated March 11, 1996 between the Registrant and
Hitachi, Ltd.(1)
*10.35 Amendment to Agreement dated August 30, 1996 between the
Registrant and Fujitsu.(14)
10.36 Amendment No. 1 to Registrant's 1995 Stock Option Plan dated
October 24, 1996.(1)
10.37 Amendment No. 1 to Registrant's 1989 Nonstatutory Stock
Option Plan dated October 24, 1996.(1)
10.38 Amendment No. 1 to Registrant's Amended and Restated 1986
Stock Option Plan dated October 24, 1996.(1)
*10.39 FRAM License Agreement dated December 20, 1996 between the
Registrant and Samsung Electronics Co., Ltd.(2)
*10.40 Joint Development Agreement between the Registrant and
ULVAC Japan, Ltd., dated April 9, 1997.(15)
*10.41 Tripartite Technology Agreement between the Registrant, Racom
Systems, Inc. and Intag International Ltd., dated April 15,
1997.(16)
10.42 Employment Agreement effective April 1, 1997 between the
Registrant and Richard L. Mohr.
<PAGE>
23.1 Consent of Independent Public Accountants

27.1 Financial Data Schedule

* 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 Form 8-K (Commission File No.
0-17739) filed with the Securities and Exchange Commission on March 4, 1998.

(4) Incorporated by reference to the Company's Registration Statement Form
S-3 (Commission File No. 333-47615) filed with the Securities and Exchange
Commission on March 10, 1998.

(5) 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.

(6) 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.

(7) Incorporated by reference to Amendment No. 1 to Ramtron Holdings
Limited's Registration Statement on Form 20-F under cover of Form 8
(Commission File No. 0-17121) filed with the Securities and Exchange
Commission on November 14, 1988.

(8) Incorporated by reference to the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended June 30, 1990, filed with the
Securities and Exchange Commission on October 18, 1990.

(9) Incorporated by reference to Amendment No. 1 to the Company's Annual
Report on Form 10-K under cover of Form 8 (Commission File No. 0-17739) for
the year ended June 30, 1991, filed with the Securities and Exchange
Commission on November 6, 1991.

(10) Incorporated by reference to the Company's Registration Statement on
Form S-1 (Commission File No. 33-44952 1-3) filed with the Securities and
Exchange Commission on January 2, 1992.
<PAGE>
(11) Incorporated by reference to the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended December 31, 1992 filed with
the Securities and Exchange Commission on March 31, 1993.

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

(13) Incorporated by reference to the Company's Amendment No. 2 to the Form
S-1 Registration Statement (Commission File No. 33-99898) filed with the
Securities and Exchange Commission on January 31, 1996.

(14) Incorporated by reference to the Company's Amendment No. 2 to the Form
10-Q (Commission File No. 0-17739) for the quarter ended September 30, 1996
and filed with the Securities and Exchange Commission on January 23, 1997.

(15) Incorporated by reference to the Company's Form 10-Q (Commission File
No. 0-17739) for the quarter ended March 31, 1997 filed with the Securities
and Exchange Commission on May 14, 1997.

(16) Incorporated by reference to the Company's Amendment No. 1 to the Form
10-Q (Commission File No. 0-17739) for the quarter ended March 31, 1997 filed
with the Securities and Exchange Commission on August 29, 1997.

(b) Reports on Form 8-K:

On January 9, 1997, the Registrant filed a report on Form 8-K. The item
reported was Item 5 - "Other Events."

On February 19, 1997, the Registrant filed a report on Form 8-K. The item
reported was Item 5 - "Other Events."

On May 6, 1997, the Registrant filed a report on Form 8-K. The item
reported was Item 5 - "Other Events."

On May 30, 1997, the Registrant filed a report on Form 8-K. The item
reported was Item 5 - "Other Events."

On December 24, 1997, the Registrant filed a report on Form 8-K. The item
reported was Item 5 - "Other Events."

On February 4, 1998, the Registrant filed a report on Form 8-K. The item
reported was Item 5 - "Other Events."

On March 4, 1998, the Registrant filed a report on Form 8-K. the item
Reported was Item 5 - "Other Events."

(d) Financial Statement Schedules - See the list of Schedules under Item
14(a)2 of this Form 10-K.
<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 30, 1998.

RAMTRON INTERNATIONAL CORPORATION

By: /S/ L. David Sikes
-----------------------
L. David Sikes
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/ L. David Sikes
- -------------------------- Chairman and Chief Executive 3-30-98
L. David Sikes Officer

/S/ George J. Stathakis
- -------------------------- Director 3-30-98
George J. Stathakis

/S/ William G. Howard
- ------------------------- Director 3-30-98
William G. Howard

/S/ William G. Tull
- ------------------------- Director 3-30-98
William G. Tull

/S/ L. T. Womack
- ------------------------- Director 3-30-98
L. T. Womack

/S/ Michael L. Rothschild
- ------------------------- Director 3-30-98
Michael L. Rothschild

/S/ Greg B. Jones
- ------------------------- Director, President and 3-30-98
Greg B. Jones Chief Operating Officer

/S/ Richard L. Mohr
- ------------------------- Executive Vice President and 3-30-98
Richard L. Mohr Chief Financial Officer

April 1, 1997

Mr. Richard L. Mohr
Executive Vice President and CFO
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, CO 80921

Dear Mr. Mohr:

This letter agreement ("Agreement") sets forth our agreement as it pertains
to your two year salary commitment from Ramtron International Corporation
("Ramtron"). This commitment is in partial consideration for your agreeing
to continue employment at Ramtron.

1. TERM. The term of this two year commitment shall begin on April 1, 1997
and shall continue until March 31, 1999, unless sooner terminated as provided
in paragraph 2 below.

2. TERMINATION. Should you voluntarily terminate your employment, or should
your employment be terminated for cause, Ramtron shall be relieved of all of
its obligations provided herein including, but not limited to, its obligation
to pay you the salary provided in paragraph 3 below. Termination for cause
shall include chronic absenteeism (not due to physical or mental illness, not
constituting permanent disability, habitual alcoholism, drug abuse or
addiction); the commission of a felony or fraud on Ramtron, its employees,
customers, stockholders, or vendors; misappropriation of any money or other
assets or properties of Ramtron, its employees, customers, stockholders or
vendors; violation of reasonable, specific and lawful directions received from
Ramtron's Board of Directors and/or CEO, in connection with and pertaining to
your duties as Chief Financial Officer; or the unauthorized disclosure or use
of any Ramtron trade secrets or financial information or data which has
resulted, or is likely to result, in injury or damage to Ramtron. Upon
termination of this Agreement, you shall be paid your regular salary up to the
termination date less applicable income tax withholdings, or any set off for
lawful charges or indebtedness which may be owing by you to Ramtron, or both.
If Ramtron terminates your employment for any reason other than cause during
the term of this Agreement, then Ramtron shall be obligated to continue to pay
you the Salary provided in paragraph 3 below until such term expires. IT IS
EXPRESSLY ACKNOWLEDGED AND UNDERSTOOD THAT YOUR EMPLOYMENT WITH RAMTRON
IS AN EMPLOYMENT "AT WILL" SITUATION.

3. SALARY. The initial salary to be paid by Ramtron to you shall be FIFTEEN
THOUSAND ($15,000) per month, which amount shall be paid in equal installments
on or about the 15th and 30th of each month. All such payments shall be
subject to withholding and other applicable taxes. For purposes of paragraph
2, salary is defined as $15,000 per month.
<PAGE>
4. OWNERSHIP OF DOCUMENTS, PATENTS AND COPYRIGHTS. Any documents, inventions
or copyrightable material that you may prepare while employed by Ramtron shall
be subject to the non-disclosure and assignment requirements provided in the
Invention and Non-Disclosure Agreement between you and Ramtron dated
November 29, 1990. The termination or expiration of this Agreement shall have
no effect on your duties and obligations as provided in said Invention and
Non-Disclosure Agreement.

5. ARBITRATION. Should any dispute arise under this Agreement or out of its
termination or cancellation, the matter shall be submitted to and decided by
arbitration. The arbitration shall be held at a mutually agreeable location
within the State of Colorado and shall be held in accordance with the terms
and conditions outlined in the Colorado Uniform Arbitration Act, C.R.S.
Section 13-22-201.

6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

7. SEVERABILITY. In case any one or more of the provisions of this Agreement
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected thereby.

8. ASSIGNABILITY and BINDING EFFECT. This Agreement shall inure to the
benefit of and shall be binding upon your successors, assigns and legal
representatives and the successors and assigns of Ramtron. Except as set
forth in paragraph 9 below, neither party may assign, transfer, pledge,
encumber or otherwise dispose of this Agreement or any rights or obligations
hereunder, and any such attempt at delegation or disposition shall be null and
void and without effect.

9. COMPLETE AGREEMENT; MODIFICATION; WAIVER. This Agreement constitutes the
complete agreement and understanding between the parties with respect to the
subject matter hereof. This Agreement shall not be altered, modified or
amended except by written instruments signed by each of the parties hereto.
Waivers of any provision contained herein or any default hereunder shall only
be effective if in writing and signed by the party to be charged therewith.
Any written waiver shall not operate or be construed as a waiver of any or
other subsequent breach or default by any party.

Please indicate your agreement to the foregoing by signing below.

Sincerely,

/S/ L. David Sikes
- ------------------
L. David Sikes
Chairman and Chief Executive Officer

LDS/dr

THIS AGREEMENT IS HEREBY AGREED TO AND ACCEPTED, EFFECTIVE AS OF APRIL 1,
1997.

/S/ Richard L. Mohr April 1, 1997
- ------------------- -------------
Richard L. Mohr Date

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our report dated February 6, 1998 (except with respect to the matter discussed
in Notes 2 and 13 as to which the date is February 25, 1998), included in this
Form 10-K, into Ramtron International Corporation's previously filed
Registration Statement File No. 333-12265 on Form S-8, Registration Statement
File No. 33-80411 on Form S-3, Registration Statement File No. 333-19119 on
Form S-3 and Registration Statement File No. 333-47615 on Form S-3.

/S/ Arthur Andersen LLP

Denver, Colorado,
March 30, 1998

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 6193
<SECURITIES> 0
<RECEIVABLES> 4929
<ALLOWANCES> 167
<INVENTORY> 7147
<CURRENT-ASSETS> 18337
<PP&E> 23160
<DEPRECIATION> 15136
<TOTAL-ASSETS> 31054
<CURRENT-LIABILITIES> 13518
<BONDS> 0
0
0
<COMMON> 379
<OTHER-SE> 17157
<TOTAL-LIABILITY-AND-EQUITY> 31054
<SALES> 14613
<TOTAL-REVENUES> 20495
<CGS> 10750
<TOTAL-COSTS> 29623
<OTHER-EXPENSES> (657)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 386
<INCOME-PRETAX> (8857)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8857)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8857)
<EPS-PRIMARY> (.24)
<EPS-DILUTED> (.24)

</TABLE>