RAMTRON INTERNATIONAL CORP, 10-K, 1999-03-24

RAMTRON INTERNATIONAL CORP
10-K, 1999-03-24
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, 1998

/ / 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, 1999, 60,427,612 shares of the Registrant's common stock were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The registrant's amendment to this Form 10-K on Form 10-K/A to be filed within
120 days subsequent to December 31, 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.

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.

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, statements regarding the Company's mission and vision and
statements regarding future potential changes in the Company's capital
structure. 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.
<PAGE>
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 non-volatility with the
benefits of random access memory (RAM) devices including a high number of read
and write cycles, high speed for both read and write functions and low power
consumption.

The Company believes that its proprietary FRAM technology is a significant
innovation in comparison with other major semiconductor memory solutions. FRAM
technology enables semiconductor memory products to be developed with
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 such as RAM (Random Access Memory), ROM (Read Only
Memory) and nonvolatile memories such as EEPROM (Electrically Erasable
Programmable Read Only Memory) and Flash.

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 EEPROM's or Flash
memories.
<PAGE>
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 non-volatility 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.

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 initial production and
demonstrated the benefits of FRAM in a commercial application. Based on this
demonstration, 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 have distinct advantages over 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 $2.6 million of FRAM products in 1998.

In order to accelerate market acceptance, the Company developed FRAM 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 EEPROM's 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 EEPROM's 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.
<PAGE>
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
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 an increase in its available manufacturing capacity
from its licensing partners. The manufacturing and commercialization
associated with each of the Company's foundry partners depend primarily upon
each individual foundry's process and product development activities, the
timing and results of which are uncertain. The Company intends to continue
developing new products as it is able to determine the available manufacturing
capacity of each of its foundry partners. In preparation for this increase in
capacity, the Company is currently developing several new products that are
expected to provide future revenue growth. In cooperation with one of its
partners, the Company has developed a 64-kilobit FRAM product and a 256-kilobit
FRAM product. Manufacturing and commercialization plans for these two new
products are expected during 1999. Further, during 1998, the Company
completed, with another of its foundry partners, the development and
commercialization of four versions of its 4-kilobit and 16-kilobit serial FRAM
products.

The manufacturing costs of serial FRAM products are presently higher than
competing EEPROM and Flash 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.
<PAGE>
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 Ltd. ("Hitachi"), Toshiba Corporation ("Toshiba") and
Fujitsu Limited ("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.

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
Company expects to become more competitive. As a consequence of these changes,
the Company has identified a competitive strategy with three elements. They
are (1) strategic market selection, (2) strategic partner selection, and (3)
Ramtron product development execution.

STRATEGIC MARKET SELECTION. Ramtron is continuously identifying product
development opportunities according to several considerations including
overall semiconductor memory product market conditions and access to our
strategic partners product development and manufacturing plans. Obtaining
information about the manufacturing capacity and product development plans of
our alliance partners has a particularly large impact on development and
product strategy. Considering the size difference between Ramtron and its
alliance partners, we believe that it is critical to identify appropriate
development programs and target markets. Based on its current understanding of
these conditions, the Company has grouped current product plans into three
market segments. They are standard memory, RFID, and niche applications.
These areas provide attractive market opportunities while allowing Ramtron to
effectively compete in the market with its partners.

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.
<PAGE>
RAMTRON PRODUCT DEVELOPMENT EXECUTION. Ramtron believes that its
product development expertise, particularly in the application of FRAM
technology is a unique competence. It is our intention to invest
considerably to maintain this advantage to the maximum extent we can do so
within our capital and financing constraints. Ramtron believes its current
product development system permits the Company to bring FRAM based products to
market faster than the competition and to minimize the cost of such product
development. This expertise is embodied in the Ramtron design methodology,
which includes ferroelectric circuit simulation, ferroelectric modeling for
multiple foundry processes, ferroelectric memory core libraries, and the
institutional knowledge of such memory design. The Company will continue
investing to upgrade its design automation and product development activities
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 frequency identification applications often include embedded ROM and/or
RAM memories in the device. FRAM memory performance compared to alternative
memory solutions offers distinct advantages in such applications. To exploit
these product opportunities without diverting 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).

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. The Company anticipates using these existing
channels for the future sales and distribution of its products. 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.

CURRENT FRAM MARKETS. The market for existing serial FRAM products somewhat
resembles the market for serial EEPROM products. As examples, the Company
sells products into the industrial sector in applications such as electric
power meters and related datacom networks; the computing sector in applications
such as laser printers and cable modems; 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. If Ramtron is able to make a significant improvement in reducing
FRAM product manufacturing costs and expanding its capacity structure, it
should be able to penetrate further into existing markets and to develop new
markets.
<PAGE>
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 disadvantages
of this strategy are (i) that the Company must compete directly with vendors of
alternate memory types and (ii) that not all the potential benefits of the
FRAM product may be completely exploited through such existing product
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. Ramtron faces intense competition based on
these factors. The Company competes with major corporations having
substantially greater resources in technical, financial, production, marketing
and management categories such as ST-Microelectronics, Motorola, Inc., Dallas
Semiconductor, Atmel Corp., and Xicor 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 several years many memory categories have experienced severe
price erosion as a result of over capacity. Ramtron has been adversely
impacted by such erosion, which has lead to a substantial increase in the price
premium of certain FRAM products that compete directly with EEPROM products.
The Company is, therefore, seeking a strategy of targeting applications where
the FRAM technology attributes reduce competitive pressure. One result of this
strategy is a smaller market in which FRAM products can be sold. The Company
will continue to emphasize product benefits while the Company and 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 longer term. To successfully
compete in such markets, Ramtron must therefore continue to develop a low
overhead structure, a value added product line, its own customer relationships
and a high level of customer service. In pursuing these goals, Ramtron will
develop proprietary products that more fully exploit the FRAM benefits and
produce expected higher margins than more standardized products. The success
of this strategy depends on the Company's ability to develop and introduce new
products into production, its competitors' plans for new products, and
customers' ability to deploy such products in commercial volumes. A critical
factor is the availability of manufacturing capacity that the Company can use
to build these products which, is now beginning to become available.
<PAGE>
FRAM PRODUCT MANUFACTURING

Until the beginning of 1998, the Company relied entirely on its 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 provisions in its technology license agreements
with such partners. In some cases, the details of these production
arrangements are to be determined when the partner's production capability is
established. A critical factor in the Company's product planning is the
availability and capability of these various fabrication plants. Each partner
has or will be installing processes and equipment consistent with their own
product plans. Neither the capacity nor the capability of these factories are
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, Ramtron's FRAM manufacturing strategy will evolve as it is able to
determine each of its partner's 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, Rohm is fabricating the majority of Ramtron's serial products. This
arrangement provides 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 micron in the future in an effort to reduce the
cost of manufacturing FRAM products.

Particular products will be fabricated by the partner that was instrumental in
their development. For example, the Company will offer 64-kilobit and 256-
kilobit parallel products fabricated by Fujitsu using a 0.5 micron process on
6" wafers. 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 for the
manufacture of its products at its manufacturing foundry partners are readily
available.
<PAGE>
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 and one firm
operating in China. 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 proprietary Enhanced-DRAM ("EDRAM"
(registered trademark)) and Enhanced Synchronous DRAM ("ESDRAM") products
that capitalize on unique architectural and design features to provide what
the Company believes are the highest performance DRAM products available. The
Company currently produces EDRAM and ESDRAM products under foundry agreements
with IBM and Siemens Semiconductors ("Siemens").

BACKGROUND

Because of their low cost and unlimited random access read/write capability,
DRAM's 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 DRAM's operate at slow speeds relative to the MPU, high-
speed static random access memories ("SRAM's") 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
DRAM's such as extended data output ("EDO") and burst EDO use pipelining of
data. These alternate DRAM's 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 DRAM's and the high
costs associated with high-speed SRAM's, the Company developed a group of
4-megabit EDRAM and 16-megabit ESDRAM products.
<PAGE>
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
EDRAM's and ESDRAM's can operate at the high speeds of today's MPU's 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 cost reductions and increased density.

The Company's 4-megabit EDRAM and 16-megabit ESDRAM components use the same
packaging as a standard DRAM, and the Company also has a family of EDRAM and
ESDRAM single in-line memory modules ("SIMM") and dual in-line memory modules
("DIMM") that use the same form factor and connectors as standard DRAM SIMM and
DIMM modules. This allows system developers to design higher performance
systems using the same packaging and control logic technique as slower DRAM's
and to design systems which can use either memory type to provide two
performance options. The Company began selling EDRAM's 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 SRAM's. A significant portion of
the Company's EDRAM and ESDRAM business is targeted at replacement of fast
(10-15 nanosecond) SRAM's in high-performance systems. In these applications,
EDRAM and ESDRAM provide 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 DRAM's.

A secondary strategy is to provide a significant performance upgrade option
for industry standard DRAM's 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.
<PAGE>
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 pursued and was granted a superset
standard for its ESDRAM product by JEDEC during 1998 and plans to continue to
pursue making the ESDRAM into a industry standard memory.

During 1998, the Company completed development of 16-megabit versions of its
EDRAM products. The new products are fully compatible with the industry
standard SDRAM products that are the standard main memory for PC systems. 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
outline dual inline memory modules ("SO DIMM's") 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 us to continue to provide a higher density and lower cost solution to
SRAM products while maintaining a higher average selling price over slower
DRAM's.

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. The
Company granted to IBM an irrevocable, worldwide, non-exclusive license to use
the Company's EDRAM technology and know-how for the development, fabrication,
lease, sale or transfer of 4-megabit EDRAM products by or for IBM.

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 16-megabit ESDRAM technology for the development,
fabrication, lease, sale or transfer of 16-megabit ESDRAM products by or for
IBM. IBM also received the unlimited right to manufacture 16-megabit ESDRAM's
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 ESDRAM's 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.
<PAGE>
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.

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 and
Siemens does not have any rights to the Company's EDRAM or ESDRAM technology.

COMPETITION

Numerous companies, including major corporations possessing worldwide wafer
manufacturing and integrated circuit production facilities, manufacture DRAM
products. Because the Company's EDRAM and ESDRAM products have certain higher
performance characteristics than standard DRAM products, however, the Company
considers only high-speed "specialty" DRAM products such as cache DRAM
("CDRAM"), RDRAM, virtual channel RAM ("VCRAM"), fast cycle RAM ("FCRAM") and
multi-bank RAM ("MDRAM") products manufactured by companies such as Mitsubishi
Electric Corporation, Rambus (through licensees), NEC Corporation, Fujitsu and
MoSys, Inc. to be competitive with the Company's EDRAM and ESDRAM products.
The Company also considers its EDRAM and ESDRAM 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, ST-Microelectronics, Toshiba, Fujitsu, Samsung Electronics Co., Ltd.
("Samsung"), Hyundai Electronics Industries Co. Ltd. and Micron Technology Inc.

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 $15.0 million of EDRAM products in
1998.

During 1999, the Company expects to begin shipments of its 16-megabit ESDRAM
products. These products will include three 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, 1-megabit by 16 and 512-kilobit
by 32 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 (SDRAM, DDR 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 DRAM's, 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, 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 ESDRAM 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, 1998, approximately 63 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 1998, 1997 and 1996 were approximately
$10.9 million, $10.7 million and $12.9 million, respectively. Customer-
sponsored research and development expenditures during 1998, 1997 and 1996
were approximately $0.9 million, $0.1 million and $0.2 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 Chemical Industry
Co., Ltd. ("Asahi") for the development and/or manufacture of FRAM products and
with 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 expects to begin receiving shipments of FRAM product memories
manufactured by Fujitsu during 1999. 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. IBM is currently producing
EDRAM products for the Company pursuant to an agreement where IBM has agreed to
manufacture 4-megabit EDRAM products for the Company. The Company has entered
into manufacturing agreements for its 16-megabit ESDRAM with both IBM and
Siemens for production beginning in 1999. 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. The Company anticipates that commercial FRAM
production from its Colorado Springs facility will cease at the end of the
first quarter in 1999.

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 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.

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

More than 50% of the Company's EDRAM product sales in 1998 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 26%, 38% and
21% for the years 1998, 1997 and 1996, 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 8 full-time sales and marketing
personnel at its headquarters in Colorado Springs and resident employee(s) in
San Jose, California, Japan and Europe. The Company has distribution and/or
representation relationships with 30 companies in Europe, 3 in Singapore and
Malaysia, 2 in each of Thailand, Hong Kong, China and Japan and 1 in each of
Korea, Taiwan, Israel, Puerto Rico, Philippines, Mexico, and Australia. In the
United States, the Company has distribution/representation relationships with
20 companies and 2 in Canada.

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.
<PAGE>
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. 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., ST-Microelectronics, Motorola, Inc. and Hitachi) and by specialized
product companies (e.g., Dallas Semiconductor, Atmel Corp., Xicor Inc., and
Rohm).

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, 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
Mitsubishi Electric Corporation, Rambus (through licensees), NEC Corporation,
Fujitsu, and MoSys, Inc.) to be competitive with the Company's EDRAM and ESDRAM
products. The Company also considers its EDRAM and ESDRAM 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, ST-Microelectronics, Toshiba, Fujitsu, Samsung, Hyundai Electronics
Industries Co. Ltd., and Micron Technology, Inc.

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 non-exclusive 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
non-exclusive 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
<PAGE>
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 Systems, Inc. and
Intag International Limited 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
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, limited 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
<PAGE>
manufacture and sell ferroelectric products. The Company does not license
from others any material right covering its ferroelectric technology and does
not believe its technology infringes any known patents. The Company has,
however, entered into a cross-license agreement with Symetrix Corporation
("Symetrix") for the 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 has been granted patents it believes are
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, 1998, the Company held 74 unexpired United States patents
covering certain aspects of its products and technology. Such patents will
expire at various times between November 2004 and August 2017. 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, 1998, the Company had applied for 53 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, 1998, the Company held 68 unexpired
foreign patents and had 55 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.

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.
<PAGE>
EMPLOYEES

As of December 31, 1998, the Company had 119 employees, including 19 in
management and administration, 63 in research and development, 22 in
manufacturing and 15 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 are 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; Richard L. Mohr, the Company's Executive Vice President and Chief
Financial Officer; and Craig W. Rhodine the Company's Vice President and
General Manager 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 57 Chairman of the Board and Chief Executive Officer
Greg B. Jones 51 Director, President and Chief Operating Officer
Richard L. Mohr 39 Executive Vice President, Chief Financial Officer
and Corporate Secretary
Donald G. Carrigan 51 Vice President and General Manager (FRAM Products
Business)
Craig W. Rhodine 35 Vice President and General Manager (EDRAM Products
Business)

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., 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.
<PAGE>
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, Inc. Prior to his work with ASM America,
Inc., Mr. Jones held a variety of management positions in sales, marketing,
corporate planning and project management. He holds a Bachelor of Science
degree in Engineering from the U.S. Naval Academy, Annapolis and a Master of
Science degree in Management Sciences from Stanford University.

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 16 years of
professional finance experience including 12 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 officer of the Company and in January 1997, he was named
Vice President of Sales and Marketing. In February 1999 Mr. Carrigan was named
Vice President and General Manager of the Company's FRAM Product Business.
Mr. Carrigan has over 26 years of semiconductor industry experience in research
and development, 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 officer of the
Company in January 1998. Mr. Rhodine has over 13 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.
<PAGE>
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 $7.1
million (principal and accrued interest) 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 research and development
activities and the limited production of low-density FRAM products.

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.

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

PATENT INFRINGEMENT PROCEEDING. In October 1998, the Company filed a claim for
patent infringement in the United States District Court, Northern District of
California against NEC Corporation, NEC Electronics, Inc. and NEC USA, Inc.
(collectively "NEC"). The complaint claims that NEC infringed and continues
to infringe on certain patents of the Company by offering to sell and/or
selling NEC's Virtual Channel SDRAM products, and by actively inducing others
to infringe on such patents without authority or license from the Company. The
complaint seeks relief from NEC to cease its infringement activities and
requests damages be awarded to the Company resulting from the infringement
activities. The relief also asks for reimbursement of attorney's fees and
certain other relief the Court deems proper. NEC has responded by denying the
infringement claims brought against them by the Company. NEC also filed
certain counterclaims against the Company, which were subsequently retracted or
stayed by the court. The Company has vigorously pursued its rights pursuant to
its intellectual property and will continue such efforts. The Company is
uncertain as to the ultimate outcome of the infringement proceedings, as well
as to the resulting effects upon the Company's financial position or results of
operations.

LITIGATION

NTC LIQUIDATING TRUST. The Company was listed as 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
<PAGE>
Benton, a former principal shareholder of the Company. The trustee's claim was
based on allegations that Benton and 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 of the Benton bankruptcy filing.
On October 20, 1998, the United States Bankruptcy court for the District of
Colorado determined that the Trustee had not pled facts sufficient to establish
Benton's interest in the shares of common stock of Ramtron on the date of his
bankruptcy filing under non-bankruptcy law. As a consequence, the court
determined that the complaint was not sufficient to support a claim that the
Ramtron stock was property of the estate subject to an automatic stay. The
court ordered that all claims in the case be dismissed. On October 29, 1998,
the Trustee filed an appeal to this decision and on November 9, 1998, the court
ordered that the Company and Citibank N.A. were dismissed without prejudice
from the appeal.

DEERE PARK. In November 1998, Deere Park Capital Management LLC ("Deere
Park"), a holder of the Company's Series A Convertible Preferred Stock
("Preferred Stock"), filed a lawsuit against the Company in the Court of
Chancery of the State of Delaware seeking a declaratory judgement and specific
performance of the Company's alleged obligation to convert a portion of Deere
Park's shares of Preferred Stock to common stock, as well as damages of $2.4
million plus costs and attorneys fees. On December 16, 1998, the Company filed
its answer denying the allegations of the complaint and asserting, among other
things, that the Company had fully performed its contractual obligations with
respect to the conversions alleged in the complaint. On January 20, 1999,
Deere Park moved for permission to file an amended complaint. Shortly
thereafter, in early February 1999, Deere Park filed a second action against
the Company in the Court of Chancery for the State of Delaware. Like the
proposed amended complaint in its original lawsuit, Deere Park alleges in this
second action that the Company breached certain obligations to convert Deere
Park's shares of Preferred Stock; however, Deere Park's new complaint adds a
claim for relief and relies on different facts to support the claims asserted
therein. On February 23, 1999, the Company answered Deere Park's second action
by denying the substance of Deere Park's new allegations and raising certain
affirmative defenses that the Company previously had not raised.

TALISMAN. On January 29, 1999, Talisman Capital Opportunity Fund, LLC
("Talisman"), another holder of Preferred Stock, filed a suit against the
Company in the United States District Court for the Southern District of New
York, also alleging that the Company failed to honor its obligations to convert
shares of its Preferred Stock and seeking damages of over $1.5 million plus
costs and attorney's fees. In its answer served on February 22, 1999, the
Company denied the substance of Talisman's allegations and asserted several
affirmative defenses.

While the Company believes that it has good defenses to the allegations made by
both Deere Park and Talisman, there can be no assurances that the Company will
ultimately prevail in these actions. A successful action by either Deere Park
or Talisman against the Company in this matter may have a material adverse
effect on the Company.
<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 1998.

PART II.

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

The Company's common stock trades on the National Market tier of The
Nasdaq Stock Market under the symbol "RMTR." The following table sets forth
the 1998 and 1997 ranges of the high and low closing sales prices for the
common stock as reported on The Nasdaq Stock Market.

High Low
------ ------
1998
- ----
First Quarter . . . . . . . . . . . . . . . . . . $5.81 $4.38
Second Quarter . . . . . . . . . . . . . . . . . . 5.50 3.09
Third Quarter . . . . . . . . . . . . . . . . . . 4.03 .66
Fourth Quarter . . . . . . . . . . . . . . . . . . 1.00 .25

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

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 15, 1999, the
last reported sale of the Company's common stock was $.469 per share. As of
March 15, 1999, there were approximately 2,379 record holders of the Company's
common stock.

During September and October 1998, the Company issued 22.5 million shares of
its common stock pursuant to conversions of a portion of its outstanding Series
A Convertible Preferred Stock at conversion prices ranging from $1.16 to $.23
per share. Such shares were registered under the Securities Act of 1933, as
amended (the "Securities Act"). The registration statement registering the
resale of such securities under the Securities Act, became effective on
March 23, 1998. In October 1998, the Company suspended conversions of its
outstanding Series A Convertible Preferred Stock.

DIVIDEND POLICY

The Company has not paid any dividends since its inception and does not intend
to pay any cash dividends in the foreseeable future. The Company intends to
retain any earnings to finance its operations.
<PAGE>
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,
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
(in thousands, except per share data)

Net revenues $18,554 $20,495 $31,391 $28,886 $ 20,449
Gross margin, product sales 7,158(1) 3,863 3,910 852 1,002
Operating loss (12,985) (9,128) (5,231) (1,833) (18,539)
Net loss applicable to
common shares (19,141) (8,857) (5,737) (2,482) (19,959)
Net loss per share - basic
and diluted (.45) (.24) (0.16) (0.11) (1.14)

Working capital(deficit) 5,246 4,819 12,157 12,695 (18,054)
Total assets 33,347 31,054 31,762 36,558 31,855
Total long-term obligations -- -- 3,721 3,954 --
Stockholders' equity(deficit) 17,062 17,536 22,272 24,463 (1,318)
Cash dividends per
common share(2) -- -- -- -- --
- -----------------
(1) Excludes loss on manufacturing contract of $1.2 million.

(2) 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
<PAGE>
completion of the development and qualification for manufacturing of the
Company's new EDRAM and FRAM products; (ii) broader customer acceptance of its
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
ability to manufacture its products on a cost-effective and timely basis at 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 alliance partners' willingness to continue development
activities as they relate to their license agreements with the Company;
(vii) the effects on the Company from the common stock price adjustment with
respect to the holders of common stock issued in the December 1997 private
placement; (viii) the effect on the Company from its obligations pursuant to
its outstanding Series A Convertible Preferred Stock; (ix) the willingness of
a principal shareholder to extend the due date of an outstanding loan to the
Company; (x) statements regarding future potential changes in the Company's
capital structure; (xi) the availability and related cost of future financing;
(xii) the retention of key personnel; (xiii) the outcome of the Company's
patent interference, patent infringement and litigation proceedings, and
(xiv) 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. Revenue has been derived
from the sale of the Company's FRAM and EDRAM products beginning primarily in
1993. The Company has also generated revenue under license and development
agreements entered into with a limited number of established semiconductor
manufacturers and involving the development of specific applications of the
Company's technologies. Accordingly, fluctuations in the Company's revenues
have resulted primarily from the timing of significant product orders, the
timing of the signing of license development agreements, and the achievement of
related performance milestones.

For 1998, 1997 and 1996, FRAM product sales represented approximately 15%, 11%
and 11% of total product sales revenue, respectively, while EDRAM product sales
accounted for 85%, 89% and 89%, respectively, for the same periods. During
these periods, product sales revenue accounted for approximately 95%, 71% and
57%, respectively, of total revenues, the remainder of which were generated
principally from license and development fees and customer-sponsored research
and development revenue. As a result of the Company's limited revenues as
compared to its substantial ongoing product research and development costs and
high manufacturing costs for certain of its products, the Company has incurred
losses on a consolidated basis in each fiscal year since its inception and has
required substantial capital infusions in the form of debt and equity
financing.
<PAGE>
The Company has entered into development and/or licensing arrangements with
several major semiconductor manufacturers, namely Hitachi, Rohm, Toshiba,
Fujitsu, IBM and Siemens 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 which does not currently include a license to the
Company's FRAM technology.

RESULTS OF OPERATIONS

REVENUES. In 1998, product sales revenues increased by approximately 21% over
product sales revenues in 1997 to a total of $17.6 million, consisting of
sales of $2.6 million of FRAM products and $15.0 million of EDRAM products.
This is compared to total product sales revenues during 1997 of $14.6 million
from the sale of $1.6 million of FRAM products and $13.0 million of EDRAM
products. The increase in product sales revenue in 1998 as compared with 1997
resulted primarily from an increase in the volume of EDRAM products shipped to
new and existing customers, primarily in the communications sector. In
addition, increases in FRAM product sales resulted from the first availability
of the Company's FRAM products from one of the Company's alliance foundry
manufacturing sources and from renewed sales and marketing activities resulting
from the increased availability of FRAM products. The Company was able to
maintain average selling prices on its products during 1998 despite significant
price declines in competing products during the year. Product sales for 1998
consisted of 4-kilobit, 16-kilobit and RFID FRAM products and 4-megabit EDRAM
products. 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 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 became
available through the Company's FRAM alliance partners.
<PAGE>
In 1998, the Company did not recognize any license and development fee revenue.
In 1997 and 1996, the Company recognized license and development fee
revenues of $5.8 million and $13.3 million, respectively. The Company believes
that its lack of license fee revenues during 1998 were driven primarily by the
Asian financial crisis and the overall semiconductor industry downturn
experienced during the year. Further, the Company and its alliance partners
did not reach any contractual milestones during the year to allow for the
recognition of any milestone licensing revenue pursuant to the terms of
existing licensing agreements. 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 enters into customer-sponsored research and development activities
primarily as a means to further the development of its technology with certain
strategic partners, customers or potential future technology licensees.
Revenues from such activities were $944,000, $132,000 and $199,000 in 1998,
1997 and 1996, respectively. Costs related to such activities were $826,000,
$118,000 and $179,000 in 1998, 1997 and 1996, respectively.

COST OF SALES. In 1998, 1997 and 1996, cost of product sales as a
percentage of product revenues were 59%, 74% and 78%, respectively.

In 1998, a loss on manufacturing contract totaling $1.2 million was recorded
(see "Loss On Manufacturing Contract"). The loss on manufacturing contract as
a percentage of product revenues in 1998 was 7%.

The decrease in cost of product sales as a percentage of product revenues in
1998 compared with 1997 resulted primarily from lower costs of manufacturing
for the Company's EDRAM products and relatively stable average selling prices
of the EDRAM products. There can be no assurance, however, that the Company
will be able to maintain its current average selling prices during 1999 and
subsequent periods. During 1999, the cost of product sales as a percentage of
product revenues for EDRAM products is expected to increase as the Company
introduces new products with initially higher manufacturing costs. The higher
manufacturing costs are the result of low initial manufacturing volumes. As
the volume of sales and production increase throughout 1999 on these products,
the Company expects to be able to achieve increasingly lower manufacturing
costs and commensurate improved product gross margins.

Cost of product sales as a percentage of product revenues for the Company's
FRAM products remained high for the year resulting primarily from the
absorption of manufacturing overhead on a limited amount of product produced in
the Company's Colorado Springs facility, and beginning during 1998, in an
alliance foundry facility in Japan. Cost of product sales as a percentage of
product revenues for FRAM products is expected to decrease during 1999 as a
greater quantity and mix of FRAM products sold by the Company will be
manufactured at the Company's lower cost alliance foundry manufacturing
facilities.
<PAGE>
The improvement in the cost of product sales as a percentage of product
revenues in 1997 over the same period in 1996 related 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.

The cost of product sales as a percentage of product revenues for the Company's
EDRAM products were approximately 53% in 1998, 71% in 1997, and 76% in 1996.
The cost of product sales as a percentage of product revenues for the Company's
FRAM products were approximately 94% in 1998 and 97% for each of 1997 and 1996.
The overall cost of product sales, especially for FRAM products, has remained
high due primarily to the Company's introduction of new product designs, low
volume of manufacturing and changes in manufacturing processes. Furthermore,
the low manufacturing volume of FRAM products has resulted in higher costs
associated with the Company's external packaging and testing services and the
CMOS underlayer supply used in internal FRAM manufacturing. Improvements in
the cost of product sales as a percentage of product revenues for FRAM products
are expected during 1999 resulting primarily from the Company receiving product
from the advanced semiconductor manufacturing processes and facilities of the
Company's foundry alliances, assuming further successful completion of
development and product qualification.

LOSS ON MANUFACTURING CONTRACT. In August 1998, the Company entered into a
contract to manufacture, in the Company's Colorado Springs manufacturing
facility, a limited number of RFID memory chips using the Company's FRAM memory
technology. The Company estimates that the manufacturing of this product will
be completed by the end of March 1999. As of December 31, 1998, the Company
determined that the total contract revenue compared with the estimated contract
costs of manufacturing this product indicated that a loss in fulfilling the
contract would be incurred. The loss resulted from low product manufacturing
yields, raw material quality issues and complications in product testing due to
the complexity of the chip design. Accordingly, the Company recorded a charge
to earnings reflecting the total estimated loss to be incurred in the
fulfillment of the contract in the amount of $1,163,000.

RESEARCH AND DEVELOPMENT. In 1998, research and development expenses remained
relatively flat with 1997 and totaled $10.9 million compared with $10.7 million
in 1997. The Company incurred substantial increases in research and
development expenses during 1998 for product development of its 16-megabit
ESDRAM products and for additional future EDRAM products. EDRAM product
engineering expenses associated with the 16-megabit ESDRAM development
increased significantly during 1998 to $1.6 million from $.7 million in 1997.
Such increases in product engineering expenses included 16-megabit ESDRAM
development costs for photomasks, engineering wafers and test probe cards
totaling approximately $1.0 million. Further, EDRAM engineering design
expenses increased by 63% or roughly $.5 million to $1.3 million during 1998 as
compared to $.8 million during 1997 to support the 16-megabit ESDRAM
development and future EDRAM product development. These increases in expenses
for new EDRAM product development were offset by decreases in FRAM research and
<PAGE>
development activities that utilized the Company's Colorado Springs fabrication
facility. During the last five months of 1998, the Company's Colorado Springs
fabrication facility was used almost entirely for the fulfillment of an RFID
manufacturing contract entered into in August 1998, rather than for FRAM
technology development purposes. Certain of the resources that would typically
be used in FRAM research and development activities were, therefore, used in
fulfilling the RFID manufacturing contract and are included in cost of sales
amounts and a recorded $1.2 million loss on manufacturing contract recorded in
1998. The Company anticipates that overall research and development costs will
increase during 1999 and in future years as new FRAM and EDRAM products and
technologies are developed and as expected future increases in product revenues
are achieved.

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.

SALES, GENERAL AND ADMINISTRATIVE. In 1998, sales, general and administrative
("SG&A") expenses increased by $168,000 (2%) to $8.2 million from $8.0 million
in 1997. The primary increases in SG&A expenses during 1998 when compared to
1997, were for commissions on increased product revenues and for financial
advisory and legal costs incurred associated with legal and restructuring
issues surrounding the Company's Convertible Preferred Stock. These increases
were partially offset by decreases in foreign withholding taxes during 1998, as
there were no licensing fee revenues recorded during 1998. The Company
recorded $375,000 in foreign withholding taxes from licensing activities during
1997. The Company believes that SG&A expenses for 1999 will increase as a
result of commissions on increased product sales and from additional financial
advisory and legal costs associated with the Company's Convertible Preferred
Stock.

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
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.
<PAGE>
COMMON STOCK PRICE ADJUSTMENT. In December 1997, the Company issued and sold
in a private placement to certain investment funds ("Holders") 800,000 shares
of common stock at an issue price of $4.93 per share.

The purchase agreement for such common stock provided that, if during the
twelve-month period following the closing of the transaction, the Company sold
any shares of common stock for an issue price lower than the purchase price,
the purchase price per share of the common stock would be adjusted downward to
equal the lower issue price. Any adjustment would be effected by issuing
additional shares of common stock to the Holders. An issuance of common stock
for an issue price lower than the purchase price occurred during September and
October 1998 as a result of preferred stock conversions. The lowest issue
price from these conversions was $.23 per share, which then triggered a price
adjustment pursuant to the terms of the Common Stock Purchase Agreement.

INTEREST EXPENSE. In 1998, related party interest expense increased by
approximately 73% or $283,000 over 1997 resulting from the expensing of
interest on $2.9 million of additional borrowings, which occurred during the
last four months of 1997 under the Company's credit facility with the National
Electrical Benefit Fund. There were no borrowings under the credit facility
during 1998. In 1997, interest expense, related party increased by
approximately 22% over 1996 resulting from interest accrued on the additional
borrowings totaling $2.9 million from the National Electrical Benefit Fund
credit facility.

OTHER INCOME (EXPENSE). In 1998, the Company recorded interest income of
approximately $.8 million. 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.

IMPUTED DIVIDENDS/ACCRETION OF DISCOUNT ON CONVERTIBLE PREFERRED STOCK. During
the year ended December 31, 1998, the Company recorded preferred stock non-cash
imputed dividends and accretion of discount totaling $.8 million and $1.9
million, respectively. The imputed dividend and accretion of discount results
from certain provisions of the Company's Preferred Stock, whereby a dividend is
to be paid to the holders of the Preferred stock in additional shares of
Preferred Stock, and the conversion price of the Preferred Stock is determined
by applying a discount, which increases over a fourteen month period from 7% to
a maximum of 15% by May 1999. The discount computed at issuance of $3,075,000
is recorded as a reduction of preferred stock and an increase to additional
paid-in-capital. The discount is being recognized ratably as a non-cash deemed
dividend over the applicable fourteen month period.
<PAGE>
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 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.

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 intends to produce EDRAM's through strategic alliances and foundry
arrangements with major semiconductor companies and to expand the market for
EDRAM's 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.
<PAGE>
As a result of industry wide oversupply of semiconductor memory products,
significant price decreases within the industry have occurred during the past
several years. Historically, the semiconductor memory industry has experienced
declining average selling prices, and the Company believes these declines will
continue to effect the Company. Accordingly, the Company's ability to increase
revenues and margins on its products depends on the Company's ability to
increase unit sales volumes and to introduce new products with higher margins
or further reduce its manufacturing costs to offset the declines in average
selling prices. Absent these actions, declining average selling prices would
have an adverse effect on the Company's gross product margins and the overall
financial performance of the Company. There can be no assurance that the
Company will be able to increase unit sales volumes, introduce new, higher
margin products or reduce its manufacturing costs in the future.

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 the year 2000 may cause systems to process critical financial and
operational information incorrectly. The Company has initiated a Year 2000
project to address the Year 2000 issues as they relate to the Company.

The Company's Year 2000 project is being managed by a team of internal staff.
The team's activities are designed to ensure that there are no adverse effects
on the Company's operations and that transactions with customers, vendors and
financial institutions are fully supported. The Company has initiated formal
communications with vendors, customers and financial institutions to ensure
that those parties have appropriate plans to remediate Year 2000 issues as such
issues interface with the Company's systems or otherwise effect the Company.
The Company has completed the assessment and testing phases of its Year 2000
project and is currently in the remediation phase of the project. Such
remediation is scheduled to be completed during May 1999. The Company
anticipates that its remediation activities together with a contingency plan
will be completed prior to mid-year 1999. The Company believes, based on
progress to date, that the costs of complying with the Year 2000 issues will
not have a material effect on the Company's financial position. The Company
believes that the estimated total cost of compliance for Year 2000 will be less
than $250,000.

The Company has determined that certain of its software and hardware will have
to be replaced or updated so that its systems will operate properly with
respect to dates in the periods prior to the year 2000 and beyond. The
Company does not currently use any third-party custom written software in its
operations and, therefore, does not believe that a significant exposure exists
in becoming Year 2000 compliant as the majority of its software is issued with
frequent updates, which have or are expected to address the Year 2000
compliance issue. The Company believes that with updates to new software or
replacement or modification to certain non-compliant hardware, the Year 2000
issue will not pose a significant operational problem for the Company's
systems. However, if such updates, replacements or modifications are
not made in a timely manner, the Year 2000 issue could have a material impact
on the operations of the Company. The Company believes that its primary
exposure from the Year 2000 issue lies in its product test equipment, major
suppliers and subcontractors. Failure to properly address these exposures for
Year 2000 compliance could result in delays in product deliveries during the
period immediately following December 31, 1999.
<PAGE>
The Company is currently assessing the extent to which its operations are
vulnerable from interactions with its vendors, customers and financial
institutions should those organizations fail to properly remediate their
systems. While the Company believes its planning efforts are adequate to
address its Year 2000 concerns, there can be no guarantee that the systems of
other companies on which the Company's systems and operations rely will be
converted on a timely basis and will not have a material adverse effect on the
Company's business, results of operations and financial condition. The
Company believes that it has no exposure to contingencies related to the Year
2000 issue for the products it manufactures and sells.

The above discussion regarding costs, risks and estimated completion dates for
the Year 2000 is based on the Company's best estimates given information that
is currently available and is subject to change. As the Company proceeds with
this project, it may discover that actual results will differ materially from
these estimates.

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 from
1989 through 1997 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.

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 $12 million loan facility between the
Company and the Fund. The Company's borrowings under the Fund's credit
facility, including outstanding principal and accrued interest, totaled
approximately $7.1 million as of December 31, 1998. Pursuant to the terms of
the Fund's Credit Facility, no additional borrowings are available to the
Company under the Credit Facility. 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 Convertible 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 $9.0 million in 1998 to $15.2 million.
The Company generated $15.3 million from financing activities in 1998, which
was offset by the use of $4.7 million in operating activities and $1.6 million
in investing activities. The $15.3 million generated from financing activities
resulted from $17.4 million of proceeds generated from the sale of preferred
stock in a private placement in February 1998. The use of $1.6 million for
investing activities was for the purchase of computer and test equipment used
in the design and testing of the Company's FRAM and EDRAM products and for
intellectual property related activities.
<PAGE>
Receivables decreased by $4.0 million in 1998 (85%) from $4.8 million at the
end of 1997 to $.7 million at the end of 1998. The decrease in the
receivables balance is primarily due to the collection of a $2.0 million
receivable in January 1998 resulting from a FRAM license agreement completed in
December 1996. Receivables from product sales decreased at the end of 1998 as
a result of reduced EDRAM product sales during the last two months of 1998.

Inventories decreased by 26% in 1998 from $7.1 million at the end of 1997 to
$5.3 million at the end of 1998. Inventory levels decreased as of the end of
1998 as the Company decreased its production of 4-megabit EDRAM products to
coincide with 4-megabit EDRAM sales volumes. IBM will continue to supply
4-megabit EDRAM products for the Company during 1999 and Siemens will
supply the Company's 16-megabit ESDRAM products.

Accounts payable and accrued liabilities decreased slightly on a year-over-year
basis from $5.0 million at the end of 1997 to $4.6 million at the end of 1998.
This decrease resulted primarily from work in process decreases during the
fourth quarter of 1998 associated EDRAM manufacturing.

During 1998, the Company invested $1.6 million in computer and test
equipment and intellectual property activities. This was an increase of
approximately 5% over 1997 and resulted primarily from growth in the
Company's new FRAM foundry activities and from EDRAM related patent costs.
Expenditures for intellectual property purposes are expected to increase during
1999. Fabrication equipment and plant expenditures are expected to be minimal
during 1999 as the Company shifts its manufacturing of FRAM products to its
FRAM alliance partners.

During 1998, the Company received approximately $2.0 million in cash relating
to a December 1996 FRAM licensing agreement. Payments pursuant to existing
licensing agreements and new licensing agreements are expected to create
additional cash flows during 1999 and 2000, subject to the fulfillment of
certain milestone conditions with existing license agreements. An increase in
product sales activity and customer-sponsored research and development revenues
is anticipated in 1999.

Based on the Company's capital resources as of December 31, 1998 and the
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 1999. 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 April 30, 1999. The Company has requested a
long-term 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.
<PAGE>
Conversions of the Preferred Stock were suspended in October 1998. In order to
obtain authorization from common shareholders for new shares to satisfy future
conversions of Preferred Stock, the Company mailed a Proxy Statement on or
about February 5, 1999, for a meeting to be held on March 15, 1999, which was
subsequently cancelled. As a result of negotiations with preferred
shareholders and on advice of its financial advisor, on March 5, 1999, the
Company filed a Preliminary Proxy Statement with respect to a Special Meeting
of Stockholders for a meeting to be held in late April 1999 (see "Note 15 to
Notes to Consolidated Financial Statements"). This preliminary Proxy Statement
is now being reviewed by the staff of the Securities and Exchange Commission
("SEC"). Pursuant to restructuring Proposal 1 of the Proxy Statement, the
proposal provides for cash exchange rights to be given to each of the
outstanding Preferred Shareholders. The cash exchange rights provide the
Preferred Shareholders with the option of receiving in cash 50% of the face
value of the Preferred Stock plus all accrued and unpaid dividends. The amount
of cash the Company will need to make available to effect the cash exchange
pursuant to the restructuring is $3.2 million. The Company is currently unable
to determine if Proposal 1 will be voted on positively at the Special Meeting
of Shareholders, and if so voted, if the Preferred Shareholders will choose to
exercise their cash exchange rights. If all outstanding Preferred Shareholders
exercised their cash exchange rights to the maximum $3.2 million available
pursuant to the proposal, such exercises would use a substantial portion of the
Company's capital resources.

The Company has litigation outstanding with two of its Preferred Shareholders
seeking certain monetary damages and the reimbursement of costs and attorneys
fees (see "Litigation - Deere Park and Talisman"). There can be no
assurance that the Company will ultimately prevail in these cases. A
successful action by either party could use a substantial portion of the
Company's capital resources.

The Company is currently involved in a patent interference proceeding (see
"Patent Interference Proceeding"). If the Company is ultimately unsuccessful
in these proceedings, there would be no retroactive cash payment requirements
from the Company to the junior party as a result of such an adverse decision.

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, the possible fulfillment of the above mentioned cash exchange
rights, results of litigation and the current repayment requirements of the
Fund's credit facility, the Company may be required to seek additional equity
or debt financing after 1999. 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 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 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact the financial
positions, results of operations or cash flows of the Company due to adverse
changes in financial and commodity market prices and rates. The Company is
exposed to market risk in the areas of changes in United States interest rates
and changes in foreign currency exchange rates as measured against the United
States dollar. These exposures are directly related to its normal operating
activities. The Company's only derivative is an embedded written option on its
common stock price issued to an investor to acquire common stock in a private
placement.

The common stock price adjustment is a fixed amount at December 31, 1998 and
will not be effected by future market changes. The cash redemption price of
the option is now fixed at $.23 per share. Future changes in the price of the
underlying common stock will have no effect on earnings or cash flows.

Interest payable on the Company's note payable to a related party is fixed,
and, therefore, will not effect future earnings or cash flows. The
Company manages interest rate risk by investing its excess cash in cash
equivalents bearing variable interest rates, which are tied to various market
indices. The Company does not believe that near-term changes in interest rates
will result in a material effect on future earnings, fair values or cash flows
of the Company. The net effect of a 10% change in interest rates on
outstanding cash and cash equivalents and debt at December 31, 1998 would have
less than an $100,000 effect on the fair value of the debt and earnings or cash
flows.

The Company has a wholly owned subsidiary located in Japan. The operating
costs of this subsidiary are denominated in Japanese Yen, thereby creating
exposures to exchange rate changes. To date, this subsidiary has had only
limited operations and is expected to continue to have limited operations in
the foreseeable future, and, therefore, the Company does not believe any
changes in exchange rates will have a material effect on future earnings, fair
values or cash flows of the Company. The Company also purchases certain of its
FRAM products from foundry suppliers in Japan with such costs denominated in
Japanese Yen, thereby creating exposures to changes in exchange rates. The
changes in the Japan/U.S. exchange rate may positively or negatively effect the
Company's sales, gross margins and retained earnings. The Company does not
believe that reasonably possible near-term changes in exchange rates will
result in a material effect on future earnings, fair values or cash flows of
the Company, and therefore, the Company has chosen not to enter into foreign
currency hedging instruments. There can be no assurance that such an approach
will be successful, especially in the event of a significant and sudden change
in Japanese currency valuation.

Average selling prices of the Company's products have not increased
significantly as a result of inflation during the past several years, primarily
due to intense competition within the semiconductor industry. The effect of
inflation on the Company's costs of production has been minimized through
improvements in production efficiencies. The Company anticipates that these
factors will continue to minimize the effects of any foreseeable inflation and
other price pressures within the industry and markets the Company participates
in.
<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, 1998 and 1997 F-2

Consolidated Statements of Operations
for the years ended December 31, 1998, 1997 and 1996 F-3

Consolidated Statements of Cash Flows
for the years ended December 31, 1998, 1997 and 1996 F-4

Consolidated Statements of Stockholders' Equity
for the years ended December 31, 1998, 1997 and 1996 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

To Ramtron International Corporation:

We have audited the accompanying consolidated balance sheets of Ramtron
International Corporation (a Delaware corporation) as of December 31, 1998 and
1997, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1998. 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, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, 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,
March 5, 1999.
<PAGE>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
(in thousands, except par value and per share amounts)
-------------
1998 1997
-------- --------
ASSETS

Current assets:
Cash and cash equivalents $15,237 $ 6,193
Accounts receivable, less allowances
of $134 and $167, respectively 726 4,762
Inventories 5,304 7,147
Prepaid expenses 170 111
Other current assets 94 124
--------- ---------
Total current assets 21,531 18,337

Property, plant and equipment, net 7,158 8,024
Intangible assets, net 4,658 4,693
--------- ---------
$33,347 $31,054
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Accounts payable $ 2,535 $ 3,017
Accrued liabilities 1,784 1,535
Accrued royalties 305 414
License rights 550 1,100
Deferred revenue 760 995
Common stock price adjustment 3,224 --
Promissory note and accrued interest, related party 7,127 6,457
--------- ---------
Total liabilities 16,285 13,518
--------- ---------
Commitments and contingencies (Notes 5 and 14)

Stockholders' equity:
Convertible preferred stock, $.01 par value,
10,000 shares authorized: 10 and no shares
issued and outstanding, respectively; entitled
to $1,000 per share plus accrued and unpaid
dividends in liquidation 8,966 --
Common stock, $.01 par value, 75,000 shares
authorized: 60,428 and 37,923 issued and
outstanding, respectively 604 379
Additional paid-in capital 165,433 155,957
Accumulated deficit (157,941) (138,800)
--------- ---------
Total stockholders' equity 17,062 17,536
--------- ---------
$33,347 $31,054
========= =========
See accompanying notes.
<PAGE>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended December 31, 1998, 1997 and 1996
(in thousands, except per share amounts)
-------------

1998 1997 1996
-------- -------- --------
Revenue:
Product Sales $ 17,610 $14,613 $17,942
License and development fees -- 5,750 13,250
Customer-sponsored research
and development 944 132 199
--------- --------- ---------
18,554 20,495 31,391
--------- --------- ---------
Costs and expenses:
Cost of Sales:
Cost of product sales 10,452 10,750 14,032
Loss on manufacturing contract 1,163 -- --
Research and development 10,898 10,723 12,925
Customer-sponsored research
and development 826 118 179
Sales, general and administrative 8,200 8,032 9,486
--------- --------- ---------
31,539 29,623 36,622
--------- --------- ---------
Operating loss (12,985) (9,128) (5,231)

Common stock price adjustment (3,224) -- --
Interest expense, related party (669) (386) (317)
Other income (expense), net 447 657 (189)
--------- --------- ---------
Net loss $(16,431) $(8,857) $(5,737)
========= ========= =========

Loss per common share:
Net loss $(16,431) $(8,857) $(5,737)
Dividends on convertible
preferred stock (779) -- --
Accretion of discount on convertible
preferred stock (1,931) -- --
--------- --------- ---------
Net loss applicable to common shares $(19,141) $(8,857) $(5,737)
========= ========= =========

Net loss per share - basic and diluted $(0.45) $(0.24) $(0.16)
========= ========= =========
Weighted average shares outstanding 42,859 37,061 36,507
========= ========= =========
See accompanying notes.
<PAGE>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended December 31, 1998, 1997 and 1996
(in thousands)
--------------
1998 1997 1996
-------- -------- --------
Cash flows from operating activities:
Net loss $(16,431) $(8,857) $(5,737)
Adjustments used to reconcile net loss to
net cash used in operating activities:
Stock based compensation 146 -- 2,910
Depreciation and amortization 2,473 2,597 2,860
Common stock price adjustment 3,224 -- --
Loss on manufacturing contract 1,163 -- --
Other -- (485) (85)

Changes in assets and liabilities:
Accounts receivable 4,036 2,439 (4,211)
Inventories 1,843 196 (1,790)
Deposits -- -- 5,425
Prepaid expenses (59) 392 336
Accounts payable and accrued liabilities (1,505) 1,160 (1,137)
Accrued interest, related party 670 386 317
Deferred revenue (235) 132 (1,636)
Other 30 65 49
--------- --------- ---------
Net cash used in operating activities (4,645) (1,975) (2,699)
--------- --------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (824) (1,160) (750)
Intellectual property (748) (346) (330)
Proceeds from sale of assets -- 5 192
--------- --------- ---------
Net cash used in investing activities (1,572) (1,501) (888)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from notes payable, related party -- 2,900 --
Payments on license rights payable (550) (550) --
Issuance of capital stock, net of expenses 15,811 4,137 486
--------- --------- ---------
Net cash provided by financing
activities 15,261 6,487 486
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents 9,044 3,011 (3,101)

Cash and cash equivalents, beginning of year 6,193 3,182 6,283
--------- --------- ---------
Cash and cash equivalents, end of year $15,237 $ 6,193 $ 3,182
========= ========= =========
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
RAMTRON INTERNATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
for the years ended December 31, 1998, 1997 and 1996
(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
------ ------ ------ ------ ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
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)
Other -- -- -- -- -- (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

Issuance of stock:
Stock based compensation -- -- 29 -- 146 -- 146
Exercise of options -- -- 2 -- 4 -- 4
Sale of preferred stock 17 17,425 -- -- -- -- 17,425
Preferred stock discount -- (3,075) -- -- 3,075 -- --
Preferred stock dividends -- 779 -- -- -- (779) --
Preferred stock discount accretion -- 1,931 -- -- -- (1,931) --
Preferred stock conversions (7) (6,476) 22,474 225 6,251 -- --
Stock issuance costs -- (1,618) -- -- -- -- (1,618)
Net loss for year ended December 31, 1998 -- -- -- -- -- (16,431) (16,431)
-----------------------------------------------------------------------------
Balances, December 31, 1998 10 $8,966 60,428 $604 $165,433 $(157,941) $17,062
=============================================================================
See accompanying notes.
</TABLE>
<PAGE>
RAMTRON INTERNATIONAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996
------------------------

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 (dynamic random access memory) products, called
Enhanced-DRAM ("EDRAM" (registered trademark)) products.

The Company's revenues are derived primarily from the sale of its FRAM and
EDRAM products and from license and development arrangements entered into with
a limited number of established semiconductor manufacturers and involving the
development of specific applications of the Company's technologies. Product
sales (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
1998, 1997 and 1996, the Company's revenues have been derived from several
customers within these industries (Note 12).

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. 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.
<PAGE>
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 11).

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.

NET LOSS PER SHARE. The Company calculates its loss per share pursuant to
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128"), Earnings
Per Share. Under SFAS No. 128, 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. As a result of the Company's
net losses, all potentially dilutive securities including warrants and stock
options, would be anti-dilutive and thus, excluded from diluted earnings per
share. The Company had approximately $9.9 million face value of Series A
Convertible Preferred Stock ("Preferred Stock") outstanding as of December 31,
1998. If all of the outstanding Preferred Stock had been converted pursuant to
the terms of the Preferred Stock agreement using the lowest stock price of the
fourth quarter 1998, ($.25 per share), the total number of shares of common
Stock required for such conversion, with applicable discount and, including
accrued dividends at December 31, 1998, would have been 46,139,431.
<PAGE>
As of December 31, 1998, the Company had several financial instruments or
obligations that could create future dilution to the Company's common
shareholders and are not currently classified as outstanding common shares of
the Company. The following table details such instruments and obligations and
the common stock comparative for each. The common stock number is based on
specific conversion or issuance assumptions pursuant to the corresponding terms
of each individual instrument or obligation.

Instrument or Obligation Common Stock
- ---------------------------------------------------- ------------
(in thousands)
Warrants, 6,989,701 exercisable at $4.15 per share
and 80,000 exercisable at $0.23 per share
(see "Note 6 - Warrants") 7,069
Stock options outstanding as of December 31, 1998
with a weighted average exercise price per
share of $5.85 (see "Note 6 - Stock Options") 4,038
Series A Convertible Preferred Stock, 9,878 shares
outstanding as of December 31, 1998
(see "Note 6 - Preferred Stock Placement") 46,139(1)
Preferred stock warrants to purchase 1,742 shares
of Series A Convertible Preferred Stock with an
exercise price of $1,000 per share (see "Note 6 -
Preferred Stock Placement") 4,419(2)
Promissory note, related party, principal and
accrued interest as of December 31, 1998 totaling
$7,126,636 with a conversion price of $10.5125
(see "Note 9") 678
Common stock price adjustment (see "Note 7") 2,332
--------
Total 64,675
========

(1) If all of the outstanding Preferred Stock had been converted pursuant to
the terms of the Preferred Stock agreement using the lowest stock price
of the fourth quarter 1998, ($.25 per share), the total number of shares
of common stock required for such conversion, with applicable discount
and, including accrued dividends at December 31, 1998, would have been
46,139,431.

(2) If all of the outstanding Preferred Stock Warrants had been converted
pursuant to the terms of the Preferred Stock warrant agreements, and all
of such resulting Preferred Stock had been converted pursuant to the terms
of the Preferred Stock agreement using the lowest stock price for the
22-trading days immediately preceding December 31, 1998 ($0.438 per
share), the total number of shares of common stock required for such
conversion at December 31, 1998, would have been 4,419,077.

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.
<PAGE>
FAIR VALUE OF FINANCIAL INSTRUMENTS. The Company's financial instruments
consist of cash and cash equivalents, short-term trade receivables and
payables, a related party promissory note, and a written option on the
Company's common stock. 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. The fair value of
the written option is $4,389,557 as of December 31, 1998.

NEW ACCOUNTING STANDARDS. In June 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS No. 130"). The purpose of SFAS No.
130 is to establish standards for reporting and display of comprehensive income
and its components (revenue, expenses, gains, and losses) in a full set of
general-purpose financial statements. Comprehensive income is the change in
equity of a business enterprise during a period from transactions and other
events and circumstances from non-owner sources. It includes all changes in
equity during a period except those resulting from investments by owners and
distributions to owners. The Company adopted SFAS No. 130 during the first
quarter of 1998. To date, the Company has not had any material transactions
that are required to be reported in comprehensive income as compared to its net
loss.

In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-5, "Reporting on the Costs of Start-Up Activities"
("SOP 98-5"). This statement is effective for financial statements for
fiscal years beginning after December 15, 1998. In general, SOP 98-5 requires
costs of start-up activities and organization costs to be expensed as
incurred. Initial application of SOP 98-5 will be reported as the
cumulative effect of a change in accounting principle. Management believes
that SOP 98-5 will not have a material impact on the Company's financial
statements.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133") effective for fiscal
years beginning after June 15, 1999. SFAS No. 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. It
also requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate and assess the
effectiveness of transactions that receive hedge accounting. SFAS No. 133 may
not be applied retroactively and must be applied to (i) derivative
instruments and (ii) certain derivative instruments embedded in hybrid
contracts that were issued, acquired or substantively modified after
December 31, 1997 (and, at the Company's election, before January 1, 1998).
Management is currently evaluating the effect SFAS No. 133 will have on the
Company's financial statements.
<PAGE>
RECLASSIFICATIONS. Certain reclassifications to prior years' financial
statements have been made to conform to the current year's presentation.

2. INVENTORIES:

Inventories consist of:

December 31,
------------------
1998 1997
------ ------
(in thousands)

Finished goods $3,595 $4,108
Work in process 1,660 2,932
Raw materials 49 107
------ ------
$5,304 $7,147
====== ======

3. PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consists of:

Estimated December 31,
Useful Lives -----------------
(In Years) 1998 1997
------------ ------- -------
(in thousands)

Land -- $ 668 $ 668
Buildings and improvements 18 and 10 8,942 8,729
Equipment 5 13,738 13,142
Office furniture and equipment 5 611 621
------- -------
23,959 23,160
Less accumulated depreciation and amortization (16,801) (15,136)
------- -------
$ 7,158 $ 8,024
======= =======

Depreciation and amortization expense for property, plant and equipment was
$1,665,000, $1,826,000 and $2,115,000 for 1998, 1997, and 1996, respectively.
Maintenance and repairs expense was $842,000, $823,000 and $443,000 for 1998,
1997 and 1996, respectively.
<PAGE>
4. INTANGIBLE ASSETS:

Intangible assets consist of:

Estimated December 31,
Useful Lives ---------------
(In Years) 1998 1997
------------ ------ ------
(in thousands)

Patents and trademarks 10 $3,784 $3,036
License rights 5 2,150 2,150
Costs in excess of net assets purchased 17 4,529 4,529
------ ------
10,463 9,715
Less accumulated amortization (5,805) (5,022)
------ ------
$4,658 $4,693
====== ======

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, 1998 and 1997 and is being amortized
over the five-year term of the cross license agreement.

Amortization expense of intangible assets was $783,000, $771,000 and $745,000
for 1998, 1997 and 1996, 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, 1998 are as follows:

1999 $507,000
2000 307,000
2001 39,000
2002 21,000
----------
$874,000
==========

Total rent expense on all operating leases was $624,000, $425,000 and $393,000
for 1998, 1997, and 1996, respectively.
<PAGE>
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:

PREFERRED STOCK PLACEMENT. In February 1998, the Company issued and sold in a
private placement 17,425 shares of Series A Convertible Preferred Stock
("Preferred Stock"), resulting in gross proceeds of approximately $17.4
million. Each share of Preferred Stock is entitled to receive cumulative
dividends at the rate of 6% per annum, payable in shares of Preferred Stock.
During 1998, the Company recorded $779,000 in dividends and converted $275,000
of such dividends to common stock upon conversion of Preferred Stock. Except
for certain exceptions, the holders of the Preferred Stock have no voting
rights. The shares of 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 Preferred
Stock remain outstanding at that time. Until September 1, 1998, the Preferred
Stock is convertible at a Conversion Price of $10.00. Thereafter, subject to a
maximum conversion price, as defined, the Conversion Price is equal to the
lowest trading price of the common stock for the 22-trading days immediately
preceding the conversion date, less a discount of 7% (beginning September 1,
1998) and increasing by 1% per month to 15% (on or after May 1, 1999). The
terms of the Preferred Stock include a cash redemption feature which allows the
Company, at its option, in lieu of the issuance of common stock, to honor such
conversions through a cash payment.

Each purchaser of the Preferred Stock has agreed to trading limitations for the
offer or sale of common stock resulting from the conversion of the Preferred
Stock. In addition, the purchasers of the 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 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 Preferred Stock is considered to be an
additional preferred stock dividend. During the year ended December 31, 1998,
the Company recorded preferred stock non-cash imputed dividends and accretion
of discount totaling $.8 million and $1.9 million, respectively. The imputed
dividend and accretion of discount results from certain provisions of the
Company's Preferred Stock, whereby a dividend is to be paid to the holders of
the Preferred stock in additional shares of Preferred Stock, and the conversion
price of the Preferred Stock is determined by applying a discount, which
increases over a fourteen month period from 7% to a maximum of 15% by May 1999.
The discount computed at issuance of $3,075,000 is recorded as a reduction of
preferred stock and an increase to additional paid-in-capital. The discount is
being recognized ratably as a non-cash deemed dividend over the applicable
fourteen month period. If shares are converted prior to the full accretion, no
additional discount will be taken during the fourteen month period.

On October 21, 1998, the Company suspended conversions of the Preferred Stock
because the Company had issued, from its authorized shares, the maximum number
of common shares available for such conversions (22,473,840 shares). No
further conversions of the Preferred Stock will be effected until and unless
the Company's shareholders approve an authorization of additional common
stock. At the time of suspension of the Preferred Stock conversions, and as of
December 31, 1998, approximately $9.9 million face value of Preferred Stock,
plus accrued dividends, remained outstanding.

As a partial consideration for placing the Preferred Stock securities, the
Company issued to the Placement Agents Preferred Stock warrants to acquire an
aggregate of 1,742 shares of Preferred Stock for an exercise price of $1,000
per share. Such warrants are exercisable for a period of five years for shares
of Preferred Stock.

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 Stock Market ("NASDAQ")
during the 5-trading day period immediately prior to the date of the
issuance resulting in aggregate gross proceeds to the Company of $3,944,000.
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 agreement covering the sale of common stock provided, subject to certain
exceptions, that if during the twelve-month period following the closing of the
transaction, the Company sold any shares of common stock for an issue price
lower than the purchase price, the purchase price per share of such Common
Stock would 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. A sale of shares pursuant
to the terms of the agreement included the sale or issuance of rights, options,
warrants or convertible securities under which the Company would become
obligated to issue shares of common stock, and the selling price of the
common stock converted thereby shall be the exercise or conversion price
thereof plus the consideration (if any) received by the Company upon such sale
or issuance.
<PAGE>
The holders are not required to accept, by way of any such adjustment, a number
of common shares such that the total number of common shares held by the
holders, which were held by them on the date of the agreement, or acquired by
them pursuant to the agreement, would exceed 4.99% of the total outstanding
common stock of the Company. The Company would be required to effect the 4.99%
adjustment by cash refund to the extent necessary to avoid the 4.99% limitation
being exceeded. As of December 31, 1998, the additional shares and cash refund
to effect the limitation adjustment is 2,331,689 shares and $3,223,712,
respectively. The Company's obligation to deliver cash to the holders, is
recorded as a current liability with a corresponding charge to earnings.

WARRANTS. Warrants to purchase shares of the Company's common stock,
including warrants issued to related parties (Note 9), are as follows:

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

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(1) -- 80 80
-----------------------------
Outstanding and exercisable
at December 31, 1997 $4.15-$4.93 6,989 80 7,069

Cancelled $4.93(1) -- (80) (80)
Granted $0.23(1) -- 80 80
-----------------------------
Outstanding and exercisable
at December 31, 1998 $0.23-$4.15 6,989 80 7,069
=============================

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 $0.23 expire in December
2002. The Company has determined that all outstanding warrants had a nominal
value at the time of issuance.
<PAGE>
(1) In December 1997, the Company issued and sold in a private placement to
certain investment funds, 800,000 shares of its common stock at an issue
price of $4.93 per share. The Company issued to the placement agents for
this transaction, warrants to purchase an aggregate of 80,000 shares of
common stock for a purchase price of $4.93 (the "Private Placement
Warrants"). If during the twelve month period following the private
placement transaction, the Company sold any shares of common stock for an
issue price lower then $4.93 per share, the exercise price per share of
the issued warrants would be adjusted downward to equal such lower issue
price. In October 1998, the Company issued shares from the conversion of
Preferred Stock for a price of $.23 per share. Pursuant to the terms of
the Private Placement Warrants, the exercise price of such warrants were,
therefore, adjusted from $4.93 to $.23.

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 non-qualified
stock options. The exercise price of all non-qualified stock options must be
equal to at least 85% of the fair market value of the common stock on the date
of grant in the 1986 and 1989 Plans and 95% in the 1995 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, 1998, 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, 1998 Dec. 31, 1997 Dec. 31, 1996
------------- ------------- -------------
(in thousands, except per share amounts)
Net Loss Applicable to
Common Shares
As reported $(19,141) $(8,857) $(5,737)
Pro forma (22,079) (12,637) (8,784)

Net Loss Per Share
As reported - basic and diluted $(0.45) $(0.24) $(0.16)
Pro forma - basic and diluted (0.52) (0.34) (0.24)

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.
<PAGE>
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 1998, 1997 and 1996 grants:

1998 1997 1996
---------- ---------- ----------
Risk Free Interest Rate 4.74% 5.54% 6.30%
Expected Dividend Yield 0% 0% 0%
Expected Lives 3.5 years 3.5 years 3.5 years
Expected Volatility 93% 50% 50%

Activity in the Plans is as follows:

Number of Shares
-------------------------------
(in thousands)
Weighted Average Directors
Exercise and
Price Per Share Officers Employees Total
---------------- --------- --------- ---------
Outstanding at
December 31, 1995 $4.29 866 294 1,160

Granted $6.76 662 2,109 2,771
Cancelled $6.37 (20) (58) (78)
Exercised $4.20 (90) (57) (147)
Reclassified $6.12 112 (112) --
-------------------------------
Outstanding at
December 31, 1996 $6.10 1,530 2,176 3,706

Granted $6.20 156 246 402
Cancelled $6.55 (63) (335) (398)
Exercised $4.71 (74) (49) (123)
-------------------------------
Outstanding at
December 31, 1997 $6.13 1,549 2,038 3,587

Granted $4.28 305 292 597
Cancelled $6.23 (20) (124) (144)
Exercised $1.75 -- (2) (2)
Reclassified $6.12 151 (151) --
-------------------------------
Outstanding at
December 31, 1998 $5.85 1,985 2,053 4,038
===============================
Exercisable at
December 31, 1998 $5.74 1,256 932 2,188
===============================

The weighted average fair value of shares granted during the years ended
December 31, 1998, 1997 and 1996 are $4.11, $3.31 and $3.78, respectively.
<PAGE>
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
-------------- ----------- -------- -----------
$0.38 - $3.41 93,609 $1.64 8.80
$4.15 870,560 $4.15 4.99
$4.50 - $6.38 572,350 $5.10 8.72
$6.50 - $6.88 992,727 $6.54 7.15
$6.89 - $8.19 1,509,000 $6.93 7.72
---------
4,038,246
=========

Weighted
Number of Average
Exercise Price Shares Exercise
Range Outstanding Price
-------------- ----------- --------
$0.38 - $3.41 13,409 $1.67
$4.15 803,060 $4.15
$4.50 - $6.38 78,675 $5.67
$6.50 - $6.88 531,504 $6.53
$6.89 - $8.19 761,042 $6.93
---------
2,187,690
=========

OTHER. Under an employee 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. COMMON STOCK PRICE ADJUSTMENT. In December 1997, the Company issued and
sold in a private placement to certain investment funds ("Holders") 800,000
shares of common stock at an issue price of $4.93 per share.

If during the twelve-month period following the closing of the transaction, the
Company sold any shares of common stock for an issue price lower than the
purchase price, the purchase price per share of the common stock would be
adjusted downward to equal the lower issue price. Any adjustment would be
effected by issuing additional shares of common stock to the Holders.

The Holders are not required to accept, by way of this adjustment, a number of
common shares such that the total number of common shares held by the Holders
would exceed 4.99% of the total outstanding common stock of the Company. The
Company would be required to effect the 4.99% adjustment by cash refund. As of
December 31, 1998, the additional shares and cash refund to effect the
limitation adjustment is 2,331,689 shares and $3,223,712, respectively. The
Company's obligation to deliver cash to the Holders is recorded as a current
liability with a corresponding charge to earnings.
<PAGE>
8. LOSS ON MANUFACTURING CONTRACT. In August 1998, the Company entered into a
contract to manufacture, in the Company's Colorado Springs manufacturing
facility, a limited number of RFID memory chips using the Company's FRAM memory
technology. The Company estimates that the manufacturing of this product will
be completed by the end of March 1999. As Of December 31, 1998, the Company
determined that the total contract revenue compared with the estimated contract
costs of manufacturing this product indicated that a loss in fulfilling the
contract would be incurred. The loss resulted from low product manufacturing
yields, raw material quality issues and complications in product testing due to
chip design complexity. Accordingly, the Company recorded an accrued liability
and a charge to earnings reflecting the total estimated loss on the contract in
the amount of $1,163,000 during the period.

9. 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 1998, 1997 and 1996, the Company was
obligated to pay to the Fund approximately $60,000 per year in payment of such
fees and expenses. No payments for these obligations were made during 1998,
1997 or 1996. $450,000 and $390,000 related to this obligation is included in
accrued expenses as of December 31, 1998 and 1997, respectively.

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.

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 million bearing interest at 12% per annum. The outstanding principal
balance and accrued interest as of December 31, 1998 under the Fund Credit
Facility was $5.5 million and $1.6 million, respectively. The outstanding
principal balance and accrued interest as of December 31, 1997 under the Fund
Credit Facility was $5.5 million and $1.0 million, respectively. Pursuant to
the terms of the Fund Credit Facility, no additional borrowings are available
to the Company under the Credit Facility. 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
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 at a conversion price equal to
$10.5125 for each share of common stock. The amended maturity date of the loan
is April 30, 1999.
<PAGE>
In July 1998, the Company granted to the Fund options to purchase 35,000 shares
of the Company's common stock at the fair market value at the date of such
grant. The grant of these options to the Fund was in lieu of Mr. Tull, the
Fund's board representative, receiving these options in recognition of the
services he has performed on the Company's behalf as a Director of the Company.

TRANSACTIONS INVOLVING GEORGE J. STATHAKIS. Mr. Stathakis is a Director of the
Company. 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 had 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
through December 1998, with a decrease in consideration for such services to
$5,800 per month.

During 1998, the Company paid to Mr. Stathakis $99,000 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 1998.

In July 1998, the Company granted to Mr. Stathakis options to purchase 20,000
shares of the Company's common stock at the fair market value at the date of
such grant. The grant of these options to Mr. Stathakis was in recognition of
the services he has performed as a Director of the Company.

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

1998 1997 1996
------ ------ ------
(in thousands)
Consulting and director fees in sales,
general and administrative $149 $147 $147
Interest expense on convertible
promissory note 669 386 317
------ ------ ------
$818 $533 $464
====== ====== ======

INVESTMENT IN RACOM SYSTEMS, INC. The Company has a 36% ownership interest in
Racom Systems, Inc. ("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>
10. SUPPLEMENTAL CASH FLOW INFORMATION:

CASH PAID FOR INTEREST AND INCOME TAXES:
1998 1997 1996
------ ------ ------
(in thousands)

Interest $69 $49 $41
Income taxes -- -- --

NON-CASH INVESTING AND FINANCING ACTIVITIES:
1998 1997 1996
------ ------ ------
(in thousands)

Conversion of Series A Preferred Stock $6,846 $ -- $ --

11. INCOME TAXES:

As of December 31, 1998, the Company had approximately $141 million of net
operating loss carryovers for tax purposes. Further, the Company has
approximately $1.3 million of research and development tax credits available
to offset future federal tax. The net operating loss and credit carryovers
expire through 2013. 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,
--------------------
1998 1997
------- -------
(in thousands)
Deferred tax assets:
License fees and deferred revenue $ 2,700 $ 2,700
Other 1,100 1,200
Net operating loss carryovers 56,900 51,600
------ -------
60,700 55,500
Valuation allowance (60,700) (55,500)
------ ------
$ -- $ --
====== ======
<PAGE>
The provision for income taxes includes the following:

December 31,
----------------------------
1998 1997 1996
------ ------ ------
(in thousands)
Current:
Federal $ -- $ -- $ --
State -- -- --
------ ------ ------
Total current -- -- --

Deferred:
Federal (4,550) (3,221) (2,415)
State (650) (379) (285)
------ ------ ------
Total deferred benefit (5,200) (3,600) (2,700)

Increase in valuation allowance 5,200 3,600 2,700
------ ------ ------
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 $211,000, $549,000 and $807,000
for 1998, 1997 and 1996, respectively.
<PAGE>
12. SEGMENT AND GEOGRAPHIC AREA INFORMATION

Ramtron is engaged primarily in the design, development, manufacture and
sale of specialty high-performance semiconductor memory devices. Ramtron has
two principal businesses, ferroelectric nonvolatile random access memory
("FRAM") technology and products, and high-speed DRAM products called Enhanced-
DRAM ("EDRAM") products.

The accounting policies for determining segment net income (loss) are the same
used in the consolidated financial statements. There are no internal sales
between segments or geographic regions.

1998 1997 1996
----------------- ----------------- -----------------
FRAM EDRAM FRAM EDRAM FRAM EDRAM
-------- -------- -------- -------- -------- --------
(in thousands)
Product revenue $ 2,569 $15,041 $ 1,603 $13,010 $ 1,890 $16,052
Technology license and
development revenue -- -- 5,750 -- 13,250 --
Customer-sponsored
research and
development revenue 944 -- 132 -- 199 --
-------- -------- -------- -------- -------- --------
3,513 15,041 7,485 13,010 15,339 16,052
-------- -------- -------- -------- -------- --------

Operating costs (17,296) (14,243) (16,638) (12,985) (19,918) (16,704)
-------- -------- -------- -------- -------- --------
Operating profit(loss) (13,783) 798 (9,153) 25 (4,579) (652)

Other (301) (19) 596 -- (316) --
-------- -------- -------- -------- -------- --------
Net Profit (Loss) $(14,084) $779 $(8,557) $25 $(4,895) $(652)
======== ======== ======== ======== ======== ========

Assets $25,393 $7,954 $21,064 $9,990 $21,504 $10,258

Depreciation and
Amortization 2,187 286 2,349 248 2,682 178

Capital additions 726 98 766 394 428 322

Intangible additions 236 512 249 97 303 27

Net profit (loss) excludes interest income, interest expense and special
charges of $3,126,000, $325,000 and $190,000 in 1998, 1997 and 1996,
respectively, not allocated to business segments.
<PAGE>
Major customers representing more than 10% of total revenues are as follows:

1998 1997 1996
--------------------- --------------------- ---------------------
FRAM EDRAM FRAM EDRAM FRAM EDRAM
---------- ---------- ---------- ---------- ---------- ----------
(in thousands)

Customer A -- -- $5,192 28% -- -- $3,488 17% -- -- -- --
Customer B -- -- 4,301 23% -- -- -- -- -- -- -- --
Customer C -- -- 2,128 11% -- -- 2,908 14% -- -- -- --
Customer D -- -- -- -- 3,750 18% -- -- 3,750 12% -- --
Customer E -- -- -- -- 2,000 10% -- -- -- -- -- --
Customer F -- -- -- -- -- -- -- -- 5,000 16% -- --

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

Geographic Area Net Revenues:

1998 1997 1996
--------- --------- ---------
(in thousands)

United States $13,475 $ 9,108 $14,282
Japan 485 5,795 8,399
Korea 29 -- 5,000
Canada 2,278 3,288 1,075
United Kingdom 935 1,014 950
Germany 414 495 443
Rest of world 938 795 1,242
--------- --------- ---------
Total $18,554 $20,495 $31,391
========= ========= =========

Geographic Area Long-lived Assets (Net):

1998 1997 1996
--------- --------- ---------
(in thousands)

United States $11,165 $12,107 $12,889
Thailand 310 95 321
Rest of world 341 515 605
--------- --------- ---------
$11,816 $12,717 $13,815
========= ========= =========
<PAGE>
13. 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.

14. CONTINGENCIES:

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 was issued on
November 19, 1998, again holding that all of the claims were patentable to
National. On January 9, 1999, the Company appealed the decision of the Patent
Office on one of the interference counts directly to the Court of Appeals for
the Federal Circuit. The Company also filed complaints in Federal District
Court seeking a review of the decision of the Patent Office on the remaining
interference counts. The Company remains in possession of the issued United
States Patent and retains all rights associated with such patent while it
pursues its appeal options. The "junior" party has received no rights
associated with this patent decision and will not receive any such rights as
long as the appeal process continues.
<PAGE>
If the Company's patent rights that are the subject of the interference
proceeding are ultimately lost or significantly compromised, the Company would
be precluded from producing FRAM products in the United States using the
Company's existing design architecture, absent being able to obtain a suitable
license to exploit such rights. If such patent rights are ultimately awarded
to National, and if a license to such rights is not subsequently entered into
by the Company with National, National could use the patent to prevent the
manufacture, use or sale by the Company 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.

PATENT INFRINGEMENT PROCEEDING. In October 1998, the Company filed a claim for
patent infringement in the United States District Court, Northern District of
California against NEC Corporation, NEC Electronics, Inc. and NEC USA, Inc.
(collectively "NEC"). The complaint claims that NEC infringed and continues
to infringe on certain patents of the Company by offering to sell and/or
selling NEC's Virtual Channel SDRAM products, and by actively inducing others
to infringe on such patents without authority or license from the Company. The
complaint seeks relief from NEC to cease its infringement activities and
requests damages be awarded to the Company resulting from the infringement
activities. The relief also asks for reimbursement of attorney's fees and
certain other relief the court deems proper. NEC has responded by denying the
infringement claims brought against them by the Company. NEC also filed
certain counterclaims against the Company, which were subsequently retracted or
stayed by the court. The Company has vigorously pursued its rights pursuant to
its intellectual property and will continue such efforts. The Company is
uncertain as to the ultimate outcome of the infringement proceedings, as well
as to the resulting effects upon the Company's financial position or results of
operations.

LITIGATION. In November 1998, Deere Park Capital Management LLC ("Deere
Park"), a holder of the Company's Preferred Stock, filed a lawsuit against the
Company in the Court of Chancery of the State of Delaware seeking a declaratory
judgement and specific performance of the Company's alleged obligation to
convert a portion of Deere Park's shares of Preferred Stock to common stock, as
well as damages of $2.4 million plus costs and attorneys fees. On December 16,
1998, the Company filed its answer denying the allegations of the complaint and
asserting, among other things, that the Company had fully performed its
contractual obligations with respect to the conversions alleged in the
complaint. On January 20, 1999, Deere Park moved for permission to file an
amended complaint. Shortly thereafter, in early February 1999, Deere Park
filed a second action against the Company in the Court of Chancery for the
State of Delaware. Like the proposed amended complaint in its original
lawsuit, Deere Park alleges in this second action that the Company breached
certain obligations to convert Deere Park's shares of Preferred Stock; however,
Deere Park's new complaint adds a claim for relief and relies on different
facts to support the claims asserted therein. On February 23, 1999, the
Company answered Deere Park's second action by denying the substance of Deere
Park's new allegations and raising certain affirmative defenses that the
Company previously had not raised.
<PAGE>
On January 29, 1999, Talisman Capital Opportunity Fund, LLC ("Talisman"),
another holder of Preferred Stock, filed a suit against the Company in the
United States District Court for the Southern District of New York, also
alleging that the Company failed to honor its obligations to convert shares of
its Preferred Stock and seeking damages of over $1.5 million plus costs and
attorney's fees. In its answer served on February 22, 1999, the Company denied
the substance of Talisman's allegations and asserted several affirmative
defenses.

NASDAQ LISTING REQUIREMENTS. The Company must maintain certain requirements in
order to remain listed on The Nasdaq Stock Market ("Nasdaq"). These
requirements include maintaining a specified level of net tangible assets, as
defined, market capitalization or net income. Additionally, the Company must
maintain a specified level of publicly traded shares, market value of the
publicly traded shares, minimum bid price, number of market makers and
shareholders. On December 2, 1998, the Company received notification from
Nasdaq that it failed to meet the Nasdaq listing requirements for minimum bid
price. The Company responded to Nasdaq detailing its proposal for meeting the
minimum bid price requirement and requested an oral hearing before the Nasdaq
Listing Qualifications Panel. There is no assurance that the Company will
resolve its current negotiations with Nasdaq or meet future Nasdaq listing
requirements.

15. SUBSEQUENT EVENT. Conversions of the Company's Preferred Stock were
suspended in October 1998. In order to obtain authorization from common
shareholders for new shares to satisfy future conversions of Preferred Stock,
the Company mailed a Proxy Statement on or about February 5, 1999, for a
meeting to be held on March 15, 1999, which was subsequently cancelled. As a
result of negotiations with preferred shareholders and on advice of its
financial advisor, on March 5, 1999, the Company filed a Preliminary Proxy
Statement and notice of meeting with respect to a Special Meeting of
Stockholders on Form PRES14A. The staff of the SEC is currently reviewing that
Preliminary Proxy Statement, and the date for the meeting will be fixed upon
the conclusion of the SEC's staff review. The Special Meeting is being held to
provide stockholders with the opportunity to vote upon the following two
proposals:

PROPOSAL 1: Approval of a restructuring of the Company in respect of (i) the
Company's Series A Convertible Preferred Stock, (ii) the Company's obligations
under certain Stock Purchase Agreements dated December 23, 1997 by and between
the Company and certain entities advised by Dimensional Fund Advisors, Inc.,
(iii) the $7.1 million loan to the Company from the National Electrical
Benefit Fund, and (iv) effecting a reverse stock split of the Company's Common
Stock.

PROPOSAL 2: If Proposal 1 is not approved by the stockholders of the Company,
such stockholders are asked to vote to effect a reverse stock split of the
Company's common stock.
<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 12/31/96:

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
==========================================================
Year Ended 12/31/98:

Allowance for doubtful
accounts, returns and
discounts $167 $1,075 $-- $1,108 $134
==========================================================
</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 "Directors of the Registrant" in an amendment to this Form 10-K to
filed within 120 days of December 31, 1998.

The information concerning the Company's executive officers required by this
Item is included in Part I, Item 1a 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 an amendment to this Form 10-K to filed within 120
days of December 31, 1998.

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 an
amendment to this Form 10-K to filed within 120 days of December 31, 1998.

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 an amendment to this Form 10-K to
filed within 120 days of December 31, 1998.

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 an amendment to
this Form 10-K to filed within 120 days of December 31, 1998.
<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 1998
Annual Report to Stockholders:

Report of Independent Public Accountants
Consolidated Balance Sheets as of December 31, 1998 and 1997
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
for the years ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flow for the years ended
December 31, 1998, 1997 and 1996
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 Invention and Non-Disclosure Agreement
between Registrant and employees.(7)
10.4 Shareholders' Agreement dated October 25, 1991 among
Registrant, Racom Systems, Inc., AWA Limited and Intag
International Limited.(8)
10.5 Hitachi-Ramtron Addendum to Letter of Intent dated August 24,
1992 between Registrant and Hitachi.(9)
*10.6 High-Density FRAM Cooperation Agreement between Registrant
and Hitachi, Ltd. dated April 25, 1994.(6)
*10.7 Memorandum of Understanding dated April 25, 1994 between the
Registrant and Hitachi.(11)
*10.8 Cooperative Agreement for License Manufacturing of FRAM
Product between Registration and Rohm Co., Ltd. dated
August 3, 1994.(6)
*10.9 Stock Purchase Agreement between Registrant, Intag
International Limited and Racom Systems, Inc. dated
November 14, 1994.(6)
10.10 First Amendment to Shareholders Agreement between Registrant,
Intag International Limited and Racom Systems, Inc. dated
November 14, 1994.(6)
10.11 1995 Stock Option Plan and forms of Incentive Stock Option
Agreement and Nonstatutory Stock Option Agreement.(10)
10.12 Employment Agreement effective April 1, 1995 between the
Registrant and L. David Sikes.(10)
*10.13 Agreement for EDRAM Design and Purchase of Products dated
April 26, 1995 between the Registrant and IBM.(11)
*10.14 Memorandum for Payment under High-Density FRAM Cooperation
Agreement dated May 11, 1995 between the Registrant and
Hitachi.(11)
*10.15 FRAM Technology License Agreement dated July 31, 1995 between
the Registrant and Toshiba.(11)
*10.16 Symetrix/Ramtron Ferroelectric Cross License Agreement dated
as of August 11, 1995 between the Registrant and
Symetrix.(12)
10.17 Loan Agreement dated August 31, 1995 between the Registrant
and the Fund.(10)
10.18 Promissory Note dated August 31, 1995 in the maximum
principal amount of $12,000,000 made by the Registrant in
favor of the Fund.(10)
10.19 Warrant to Purchase 4,028,485 shares of Common Stock dated
August 31, 1995 issued by the Registrant to the Fund.(10)
10.20 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.(10)
*10.21 First Amendment to Symetrix/Ramtron Ferroelectric Cross
License Agreement dated September 13, 1995 between the
Registrant and Symetrix.(11)
<PAGE>
*10.22 Memorandum of Understanding dated September 21, 1995 between
the Registrant and Hitachi.(11)
*10.23 Amendment dated September 21, 1995 to High-Density FRAM
Cooperation Agreement between the Registrant and Hitachi.(9)
*10.24 Supplement-1 dated September 28, 1995 to Cooperative
Agreement for License Manufacturing of FRAM Product between
the Registrant and Rohm.(11)
10.25 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.(10)
*10.26 FRAM Technology License Agreement dated December 19, 1995
between the Registrant and Fujitsu.(11)
*10.27 Memorandum of Understanding dated December 19, 1995 between
the Registrant and Fujitsu.(11)
*10.28 Amendment No. 2 to High-Density FRAM Cooperation Agreement
dated March 11, 1996 between the Registrant and
Hitachi, Ltd.(1)
*10.29 Amendment to Agreement dated August 30, 1996 between the
Registrant and Fujitsu.(12)
10.30 Amendment No. 1 to Registrant's 1995 Stock Option Plan dated
October 24, 1996.(1)
10.31 Amendment No. 1 to Registrant's 1989 Nonstatutory Stock
Option Plan dated October 24, 1996.(1)
10.32 Amendment No. 1 to Registrant's Amended and Restated 1986
Stock Option Plan dated October 24, 1996.(1)
*10.33 FRAM License Agreement dated December 20, 1996 between the
Registrant and Samsung Electronics Co., Ltd.(2)
*10.34 Joint Development Agreement between the Registrant and
ULVAC Japan, Ltd., dated April 9, 1997.(13)
*10.35 Tripartite Technology Agreement between the Registrant, Racom
Systems, Inc. and Intag International Ltd., dated April 15,
1997.(14)
10.36 Employment Agreement effective April 1, 1997 between the
Registrant and Richard L. Mohr.(15)
*10.37 Amendment No. 3 RF/ID Products to High-Density FRAM
Cooperation Agreement dated January 15, 1998 between the
Registrant, Racom Systems, Inc. and Hitachi, Ltd.(16)
10.38 First Amendment to Loan Agreement between the National
Electrical Benefit Fund and the Registrant, dated
June 1, 1998. (17)
10.39 Second Amendment to Loan Agreement between the National
Electrical Benefit Fund and the Registrant, dated
September 29, 1998. (18)
10.40 Third Amendment to Loan Agreement between the National
Electrical Benefit Fund and the Registrant, dated
December 14, 1998.(19)
10.41 Fourth Amendment to Loan Agreement between the National
Electrical Benefit Fund and the Registrant, dated
February 26, 1999.(20)
<PAGE>
10.42 Employment Agreement effective January 1, 1998 between the
Registrant and Greg B. Jones, dated January 12, 1998.
10.43 Employment Agreement effective July 22, 1998 between the
Registrant and Craig W. Rhodine, dated July 22, 1998.

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 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.

(8) 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>
(9) 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.

(10) 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.

(11) 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.

(12) 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.

(13) 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.

(14) 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.

(15) Incorporated by reference to the Company's Annual Report on Form 10-K
(Commission File No. 0-17739) for the year ended December 31, 1997 filed with
the Securities and Exchange Commission on March 30, 1998.

(16) Incorporated by reference to the Company's Form 10-Q (Commission File
No. 0-17739) for the quarter ended March 31, 1998 filed with the Securities
and Exchange Commission on May 15, 1998.

(17) Incorporated by reference to the Company's Form 10-Q (Commission File
No. 0-17739) for the quarter ended June 30, 1998 filed with the Securities
and Exchange Commission on August 13, 1998.

(18) Incorporated by reference to the Company's Form 10-Q (Commission File
No. 0-17739) for the quarter ended September 30, 1998 filed with the Securities
and Exchange Commission on November 13, 1998.

(19) Incorporated by reference to the Company's Form 8-K (Commission File No.
0-17739) filed with the Securities and Exchange Commission on December 16,
1998.

(20) Incorporated by reference to the Company's Form 8-K (Commission File No.
0-17739) filed with the Securities and Exchange Commission on March 2, 1999.
<PAGE>
(b) Reports on Form 8-K:

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."

On December 9, 1998, the Registrant filed a report on Form 8-K. The item
Reported was Item 5 - "Other Events."

On December 16, 1998, the Registrant filed a report on Form 8-K. The item
Reported was Item 5 - "Other Events."

On March 2, 1999, 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 24, 1999.

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 3-24-99
L. David Sikes Officer

/S/ George J. Stathakis
- -------------------------- Director 3-24-99
George J. Stathakis

/S/ William G. Howard
- ------------------------- Director 3-24-99
William G. Howard

/S/ William G. Tull
- ------------------------- Director 3-24-99
William G. Tull

/S/ Eric A. Balzer
- ------------------------- Director 3-24-99
Eric A. Balzer

/S/ Albert Hugo-Martinez
- ------------------------- Director 3-24-99
Albert Hugo-Martinez

/S/ Greg B. Jones
- ------------------------- Director, President and 3-24-99
Greg B. Jones Chief Operating Officer

/S/ Richard L. Mohr
- ------------------------- Executive Vice President and 3-24-99
Richard L. Mohr Chief Financial Officer

January 8, 1998

Mr. Greg B. Jones
3060 Richfield Drive
Colorado Springs, CO 80919

Dear Mr. Jones:

This letter agreement ("Agreement") sets forth our agreement as it pertains to
your two-year salary commitment from Ramtron International Corporation
("Ramtron").

1. TERM. The term of this two-year commitment shall begin on January 1, 1998
and shall continue until December 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 President and Chief Operating Officer; or the unauthorized
disclosure or use of any Ramtron trade secrets or financial information or data
which results, 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 off set for
lawful charges or indebtedness which may be owed 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 TWO
HUNDRED THOUSAND DOLLARS ($200,000.00) per year, 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 $16,666.67 per month.

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 January 2,
1995. 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 CEO

This Agreement is hereby agreed to and accepted, effective as of January 1,
1998.

/S/ Greg B. Jones
- ---------------------
Greg B. Jones

1/12/98
- --------
Date

July 22, 1998

Mr. Craig W. Rhodine
310 Stirrup Trail
Monument, CO 80132

Dear Mr. Rhodine:

This letter agreement ("Agreement") sets forth our agreement as it pertains to
your two-year salary commitment from Ramtron International Corporation
("Ramtron").

1. TERM. The term of this two-year commitment shall begin on July 22, 1998
and shall continue until July 21, 2000, 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 Vice President and General Manager; or the unauthorized
disclosure or use of any Ramtron trade secrets, financial information or data
which results 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 off set for
lawful charges or indebtedness which may be owed 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 ONE
HUNDRED THIRTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($137,500.00) per year,
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 $11,458.33
per month.

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
September 14, 1992. 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.

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

Please indicate your agreement to the foregoing by signing below.

Sincerely,

/S/ L. David Sikes
- ------------------
L. David Sikes
Chairman and CEO

This Agreement is hereby agreed to and accepted, effective as of July 22, 1998.

/S/ Craig W. Rhodine
- --------------------
Craig W. Rhodine

7/22/98
- ---------
Date

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our report dated March 5, 1999, 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 24, 1999

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