RAMTRON INTERNATIONAL CORP
SC 13G, 1999-09-10
SEMICONDUCTORS & RELATED DEVICES
Previous: ANSOFT CORP, 10-Q, 1999-09-10
Next: RAMTRON INTERNATIONAL CORP, 4, 1999-09-10



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 9)*

                        RAMTRON INTERNATIONAL CORPORATION
                    -----------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
                          ----------------------------
                         (Title of Class of Securities)

                                    75190710
                              --------------------
                                 (CUSIP Number)



*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would alter the
disclosures  provided  in  a  prior  cover  page.

The information required in the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).

                                      -1-
<PAGE>
                                 SCHEDULE  13G


CUSIP  No.  75190710

1.     NAME  OF  REPORTING  PERSON
       S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF  ABOVE  PERSON

          NATIONAL  ELECTRICAL  BENEFIT  FUND
          53-0188157

2.     CHECK  TO APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)    [ ]
                                                             (b)    [ ]
          N/A

3.     SEC  USE  ONLY

4.     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION

          United  States

                    5.     SOLE  VOTING  POWER          2,554,377

NUMBER  OF          6.     SHARED VOTING POWER          0
SHARES
BENEFICIALLY
OWNED  BY
EACH                7.     SOLE  DISPOSITIVE  POWER     2,554,377
REPORTING
PERSON              8.     SHARED DISPOSITIVE POWER     0

9.     AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
                           2,554,377

10.    CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN  ROW  (9)  EXCLUDES
       CERTAIN  SHARES*

                           N/A

11.    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  9

                           19%

12.    TYPE  OF  REPORTING  PERSON*

                           Employee  Benefit  Fund


                            *See  Instruction

                                      -2-
<PAGE>
                                SCHEDULE  13G


CUSIP  No.  75190710

1.     NAME  OF  REPORTING  PERSON
       S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF  ABOVE  PERSON

          EDWIN  D.  HILL,  as  TRUSTEE  of  the
          NATIONAL  ELECTRICAL  BENEFIT  FUND


2.     CHECK  TO APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)     [ ]
                                                             (b)     [ ]
          N/A

3.     SEC  USE  ONLY

4.     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION

          United  States

                    5.     SOLE  VOTING  POWER          0

NUMBER  OF          6.     SHARED VOTING POWER          2,554,377**
SHARES
BENEFICIALLY
OWNED  BY
EACH                7.     SOLE DISPOSITIVE POWER       0
REPORTING
PERSON              8.     SHARED DISPOSITIVE POWER     2,554,377**


9.     AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
                           2,554,377**

10.    CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN  ROW  (9)  EXCLUDES
       CERTAIN  SHARES*

                           N/A

11.    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  9

                           19%

12.    TYPE  OF  REPORTING  PERSON*

                           Individual


       *See  Instruction

       ** The Reporting Person expressly disclaims beneficial ownership of such
       shares, all of which are owned by  the National Electrical Benefit Fund.

                                      -3-
<PAGE>
                                  SCHEDULE  13G


CUSIP  No.  75190710

1.     NAME  OF  REPORTING  PERSON
       S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF  ABOVE  PERSON

          JOHN  M.  GRAU,  as  TRUSTEE  of  the
          NATIONAL  ELECTRICAL  BENEFIT  FUND

2.     CHECK  TO APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)     [ ]
                                                             (b)     [ ]
          N/A

3.     SEC  USE  ONLY

4.     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION

          United  States

                    5.     SOLE  VOTING  POWER          0

NUMBER  OF          6.     SHARED VOTING POWER          2,554,377**
SHARES
BENEFICIALLY
OWNED  BY
EACH                7.     SOLE DISPOSITIVE POWER       0
REPORTING
PERSON              8.     SHARED DISPOSITIVE POWER     2,554,377**


9.     AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
                           2,554,377**

10.    CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN  ROW  (9)  EXCLUDES
       CERTAIN  SHARES*

                           N/A

11.    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  9

                           19%

12.    TYPE  OF  REPORTING  PERSON*

                           Individual


       *See  Instruction

       ** The Reporting Person expressly disclaims beneficial ownership of such
       shares, all of which are owned by the National Electrical Benefit  Fund.

                                      -4-
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  Schedule 13G
                    Under the Securities Exchange Act of 1934


Amendment No. 9:

Item  1     (a)     Name  of  issuer:

                         RAMTRON  INTERNATIONAL  CORPORATION

Item  1     (b)     Address  of  issuer's  principal  executive  offices:

                         1850  RAMTRON  DRIVE
                         COLORADO  SPRINGS,  CO  80921

Item  2     (a)     Name  of  person  filing:

                         NATIONAL  ELECTRICAL  BENEFIT  FUND,  by
                         Edwin  D.  Hill  and  John  M.  Grau  as  Trustees

Item  2     (b)     Address  of  principal  business  office:

                         1125  15th  STREET,  NW,  SUITE  401
                         WASHINGTON,  D.C.  20005

Item  2     (c)     Citizenship:                          United  States

Item  2     (d)     Title of class of securities:         COMMON STOCK

Item  2     (e)     Cusip  No.:     75190710

Item  3             Type  of  Person:                     Employee Benefits Plan

Item  4     (a)     Amount benefically owned:             2,554,377

Item  4     (b)     Percent  of  class:     19%

Item  4     (c)     (i)     sole  power  to  vote:        2,554,377
                    (ii)    shared  power  to  vote:      0
                    (iii)   sole  power  to dispose:      2,554,377
                    (iii)   shared power to dispose:      0

Item  5      Ownership of 5 percent or less of a class:    Not Applicable

Item  6      Ownership of  more than 5 percent on behalf of another person:

                  Not Applicable

Item  7      Identification  and  classification of subsidiary:

                  Not applicable

Item  8      Identification and classification of members of the  group:

                  Not applicable

                                      -5-
<PAGE>
Item  9      Notice  of  dissolution  of  the group:

                  Not applicable

Item  10     Certification:

             By  signing below  I  certify that, to the best of my knowledge and
             belief, the securities referred to above were acquired and are held
             in the ordinary course of  business  and  were not acquired and are
             not  held  for the purpose of or with the  effect  of  changing  or
             influencing  the control of  the  issuer of the securities and were
             not  acquired  and  are  not  held  in  connection  with  or  as  a
             participant  in  any  transaction  having  such purpose or  effect.

             After  reasonable  inquiry  and  to  the  best  of my knowledge and
             belief, I certify that the information set forth  in this statement
             is true, complete, and correct.


                                        SEPTEMBER 10,  1999
                                        -------------------
                                        Date



                                        /s/  EDWIN  D.  HILL
                                        --------------------
                                        Trustee



                                        /s/  JOHN  M.  GRAU
                                        -------------------
                                        Trustee

                                      -6-
<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission