RAMTRON INTERNATIONAL CORP
DEF 14A, 2000-08-24
SEMICONDUCTORS & RELATED DEVICES
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                          SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                            Exchange Act of 1934

Filed by the Registrant / X /

Filed by a Party other than the Registrant /   /

Check the appropriate box:

/   / Preliminary Proxy Statement

/   / Confidential. For Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))

/ X / Definitive Proxy Statement

/   / Definitive Additional Materials

/   / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
      240.14a-12

                        Ramtron International Corporation
------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ X / No fee required.

/   / Fee computed on table below per Exchange Act Rule 14-6(i)(4) and 0-11

      1)  Title of each class of securities to which transaction applies:

          ---------------------------------------------------------------
      2)  Aggregate number of securities to which transaction applies:

          ---------------------------------------------------------------

      3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):

          ---------------------------------------------------------------

                                   Page-1
<PAGE>
      4)  Proposed maximum aggregate value of transaction:

          ---------------------------------------------------------------

      5)  Total fee paid:

          ---------------------------------------------------------------

/   /  Fee paid previously with preliminary materials.

/   /  Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously.  Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

    1)  Amount Previously Paid:

        --------------------------------------------
    2)  Form, Schedule or Registration Statement No.:

        --------------------------------------------
    3)  Filing Party:

        --------------------------------------------
    4)  Date Filed:

        --------------------------------------------

                                   Page-2
<PAGE>
                      RAMTRON INTERNATIONAL CORPORATION

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                             October 3, 2000

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Annual Meeting") of Ramtron International Corporation, a Delaware
corporation (the "Company"), will be held on October 3, 2000, at 10:30 a.m.,
Mountain Time, at the Hilton Garden Inn, 1810 Briargate Parkway, Colorado
Springs, Colorado 80920, for the following purposes, each as more fully
described in the attached Proxy Statement:

1.  To elect five directors.  The names of the nominees intended to be
presented for election are: L. David Sikes, William G. Howard, Greg B. Jones,
Eric A. Balzer and Albert J. Hugo-Martinez.

2.  To approve and amendment to the Company's 1995 Stock Option Plan to
increase the number of shares authorized for issuance under such plan by
1,200,000 shares to a cumulative total of 3,000,000.

3.  To ratify the appointment of Arthur Andersen LLP as independent public
accountants of the Company for the fiscal year ending December 31, 2000.

4.  To transact other business as may properly come before the Annual Meeting
or any adjournment(s) thereof.

Only record holders of Common Stock at the close of business on August 24,
2000, are entitled to notice of, and to vote at, the Annual Meeting and at any
adjournment(s) thereof.

All stockholders are cordially invited to attend the Annual Meeting in person.
Whether or not you expect to attend the Annual Meeting in person, in order to
ensure your representation at the Annual Meeting, please mark, sign, date and
return the enclosed proxy card as promptly as possible in the postage-prepaid
envelope enclosed for that purpose.  Any stockholder attending the Annual
Meeting may vote in person even if such stockholder has returned a proxy.

                                            By Order of the Board of Directors

                                            /S/LuAnn D. Hanson
                                            -----------------------
                                            LuAnn D. Hanson
                                            Secretary
Colorado Springs, Colorado
August 24, 2000

                                   Page-3
<PAGE>
                        RAMTRON INTERNATIONAL CORPORATION

                                 PROXY STATEMENT

                  INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited by and on behalf of the Board of Directors of
Ramtron International Corporation, a Delaware corporation ("Ramtron" or the
"Company"), for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Tuesday, October 3, 2000, at 10:30 a.m., Mountain
Time, or at any adjournment(s) thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Stockholders.  The Annual
Meeting will be held at the Hilton Garden Inn, 1810 Briargate Parkway,
Colorado Springs, Colorado 80920.

These proxy solicitation materials were first mailed on or about August 29,
2000, to all stockholders entitled to vote at the Annual Meeting.

Only stockholders of record at the close of business on August 24, 2000 (the
"Record Date") are entitled to notice of, and to vote at, the Annual
Meeting.  At the Record Date, 17,469,283 shares of Common Stock were issued
and outstanding.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person.

The Company's principal place of business is 1850 Ramtron Drive, Colorado
Springs, Colorado 80921.

VOTING AND SOLICITATION

On all matters, each share of Common Stock has one vote.  A majority of the
outstanding shares of Common Stock must be present or represented at the
Annual Meeting in order to have a quorum.  The affirmative vote of a majority
of shares present, represented and voting in person or by proxy, and entitled
to vote at the Annual Meeting is required for the approval of matters
submitted to the stockholders for a vote.  Abstentions are counted as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum.  Abstentions, however, do not constitute a vote "for" or
"against" any matter and thus will be disregarded in the calculation of a
plurality or of "votes cast."  Broker non-votes are counted as shares that are

                                   Page-4
<PAGE>
present and entitled to vote for purposes of determining a quorum.  If a
broker indicates on the proxy that it does not have discretionary authority to
vote on a particular matter as to certain shares, those shares will be counted
for purposes of determining the presence of a quorum but will not be treated
as present and entitled to vote with respect to that matter (even though such
shares are considered present and entitled to vote for quorum purposes and may
be entitled to vote on other matters).

The costs of this solicitation will be borne by the Company.  The Company has
retained the services of Proxy Express, Inc. to assist in distributing proxy
materials to brokerage houses, banks, custodians and other nominee holders.
The estimated cost of such services is $3,000 plus out-of-pocket expenses.
Although there are no formal agreements to do so, the Company may reimburse
brokerage houses and other persons representing beneficial owners of shares
for their expenses in forwarding proxy materials to such beneficial owners.
Proxies may be solicited personally, telephonically or by facsimile by certain
of the Company's directors, officers and regular employees, without additional
compensation.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Proposals of stockholders of the Company, which are intended to be presented
by such stockholders at the next annual meeting of stockholders of the Company
to be held after the Annual Meeting must be received by the Company no later
than December 15, 2000, in order that they may be included in the proxy
statement and form of proxy relating to that annual meeting.  It is
recommended that stockholders submitting proposals direct them to the
Secretary of the Company by certified mail, return receipt requested, in order
to ensure timely delivery.  No such proposals were received with respect to
the Annual Meeting scheduled for October 3, 2000.

                    PROPOSAL 1 - ELECTION OF DIRECTORS

NOMINEES

A board of five directors will be elected at the Annual Meeting.  Unless
otherwise instructed, proxy holders will vote the proxies received by them for
the five nominees named below, all of whom are currently directors of the
Company.  It is not expected that any nominee will be unable or will decline
to serve as a director.  If, however, any nominee of the Company is unable or
declines to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any nominee who shall be designated by the present Board of
Directors to fill the vacancy.  In the event additional persons are nominated
for election as directors, the proxy holders intend to vote all proxies
received by them for the nominees listed below and not for a greater number of
persons than the number of nominees listed below.  The term of office of each
person elected as a director at the Annual Meeting will continue until the
next annual meeting of stockholders and such time as his successor is duly
elected and qualified or until his earlier resignation, removal or death.

                                  Page-5
<PAGE>
The names of the nominees, who constitute all of the current directors, and
certain information about them, are set forth below:

Name                           Age   Position(s) with the Company
----                           ---   ----------------------------

L. David Sikes                  58           Chairman of the Board and
                                             Chief Executive Officer
Greg B. Jones                   52           Director, President and
                                             Chief Operating Officer
William G. Howard(1)(2)         58           Director
Eric A. Balzer(1)(2)            51           Director
Albert J. Hugo-Martinez(1)(2)   54           Director
-----------------

(1)  Member of the Compensation Committee.
(2)  Member of the Audit Committee.

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 its
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.

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.

                                  Page-6
<PAGE>
Dr. Howard has served as a director of the Company since July 1994.  Since
September 1990, Dr. Howard has been an independent engineering consultant to
various entities, including SEMATECH, the Semiconductor Industry Association
and Dow Corning.  From October 1987 until December 1990, he served as a
Senior Fellow at the National Academy of Engineering while on leave from
Motorola.  From 1969 to 1990, Dr. Howard was employed by Motorola where he
most recently served as Corporate Senior Vice President and Director of
Research and Development.  Dr. Howard is a member of the National Academy of
Engineering and a fellow of the Institute of Electrical Engineers and of the
American Association for the Advancement of Science.  Dr. Howard is the
Chairman of Credence Systems, Inc., a manufacturer of electronic test
equipment.  Dr. Howard is also a director of BEI Electronics, Inc., a
manufacturer of electronic sensors; and Xilinx, Inc., a manufacturer of
integrated circuits.

Mr. Balzer has served as a director of the Company since September 1998.  From
January 1990 until his retirement in November 1999, Mr. Balzer served as
Senior Vice President of Operations for Advanced Energy Industries, Inc. a
company that develops, manufactures and markets power conversion devices for
the semiconductor equipment industry.  Prior to his employment with Advanced
Energy Industries, Inc., Mr. Balzer served as Materials and Manufacturing
Manager for IBM's corporate systems technology division.

Mr. Hugo-Martinez has served as a director of the Company since March 1999.
From March 1996 to November 1998, he served as President and Chief Executive
Officer and a member of the Board of Directors of GTI Corporation, a
manufacturer of ISDN and local area network subcomponents.  From 1987 to 1995,
he served as President and Chief Executive Officer of Applied Micro Circuits
Corporation, a manufacturer of high-performance bipolar and biCMOS gate
arrays.  Mr. Hugo-Martinez is also a director of Microchip, Inc., a
semiconductor manufacturing company specializing in micro-controller devices
and On Semiconductor, Inc., a semiconductor manufacturer specializing in
analog integrated circuit products.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES NAMED ABOVE.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors held a total of twelve meetings during 1999 and acted
by unanimous written consent three times.

The Compensation Committee, which during 1999 was comprised of Dr. Howard and
Messrs. George J. Stathakis and William G. Tull (Messrs. Stathakis and Tull
are former directors of the Company), met one time during 1999.  The
Compensation Committee is currently comprised of Dr. Howard, Mr. Hugo-Martinez
and Mr. Balzer.  The Compensation Committee makes recommendations to the
Board of Directors regarding salaries, bonuses, stock option grants and other
compensation and benefits for directors, officers and employees.

                                  Page-7
<PAGE>
The Audit Committee, which during 1999 was comprised of Mr. Balzer,
Mr. Hugo-Martinez and Mr. Tull, a former director of the Company, met two
times during 1999.  The Audit Committee is currently comprised of Dr. Howard,
Mr. Hugo-Martinez and Mr. Balzer.  The Audit Committee recommends the
engagement of independent auditors, reviews the scope of audits proposed by
the independent auditor, reviews results of audit engagements and generally
performs functions related to financial matters of the Company.

The Company does not have a nominating committee or any committee performing
the functions thereof.

COMPENSATION OF DIRECTORS.  Directors who are not officers of the Company are
paid monthly fees of $1,000, plus $1,500 for each Board of Directors meeting
attended in person.  Mr. William G. Tull, was the National Electrical Benefit
Fund's designee on the Board until September 1999 when he retired.  The
National Electrical Benefit Fund (the "Fund") is a principal shareholder of
the Company.  Mr. Tull was not paid such director fees by the Company.
Pursuant to the March 1989 Stock and Warrant Purchase Agreement between the
Company and the Fund, any compensation payable by the Company to Mr. Tull, as
a director of the Company, was to be paid to the Fund rather than to Mr. Tull.
Directors are also reimbursed for reasonable expenses for attending Board of
Directors' meetings.  Non-employee directors of the Company are eligible to be
granted non-statutory stock options under the Company's 1989 Nonstatutory
Stock Option Plan and the 1995 Stock Option Plan.

In July 1998, December 1999 and January 2000, the Company granted Dr. Howard
options to purchase 4,000, 5,000 and 15,000 shares, respectively, of the
Company's common stock at the fair market value at the date of such grants.
In September 1998, December 1999 and January 2000, the Company granted to
Mr. Balzer options to purchase 4,000, 5,000 and 15,000 shares, respectively,
of the Company's common stock at the fair market value at the date of such
grants.  In March 1999, December 1999 and January 2000, the Company granted to
Mr. Hugo-Martinez options to purchase 4,000, 5,000 and 15,000 shares,
respectively, of the Company's common stock at the fair market value at the
date of such grants.  The grant of these options was in recognition of the
services the named individuals performed as Directors of the Company.

                                  Page-8
<PAGE>
                   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         58    Chairman of the Board and Chief Executive Officer
Greg B. Jones          52    Director, President and Chief Operating Officer
Richard L. Mohr        40    Executive Vice President, Chief Financial Officer
                             And Corporate Secretary (Mr. Mohr resigned from
                             all positions he held with the Company effective
                             January 31, 2000)
LuAnn D. Hanson        40    Acting Chief Financial Officer, Vice President of
                             Finance and Corporate Secretary (effective
                             February 1, 2000)
Donald G. Carrigan     52    Vice President of Sales and Marketing (FRAM
                             Products Business)
Craig W. Rhodine       36    Vice President and General Manager (EDRAM
                             Products Business)

Officers are appointed by and serve at the discretion of the Board of
Directors.  Each officer was appointed for a term ending upon his death,
resignation, removal or appointment and qualification of a successor.  For
information concerning Mr. Sikes and Mr. Jones, see "Nominees" above.

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 17 years of
professional finance experience including 13 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. Mohr resigned from all positions he held with the Company
effective January 31, 2000.

Ms. Hanson joined the Company in September 1993 as Assistant Controller.  In
April 1995 she was named Controller and served in that capacity until January
1999 when she was named Vice President of Finance and Corporate Controller.
In February 2000 Ms. Hanson was named Acting Chief Financial Officer and Vice
President of Finance.  Ms. Hanson is a certified public accountant and has
over 18 years of professional finance experience including 14 years of
semiconductor industry experience.  Before joining the Company, Ms. Hanson
held various positions at Carniero, Chumney & Co., certified public
accountants, and various positions in accounting with United Technologies
Microelectronics Center.  Ms. Hanson attended the University of Northern Iowa
earning a Bachelor of Arts degree in Accounting and a Master of Business
Administration degree in Finance and Accounting from Regis University.

                                  Page-9
<PAGE>
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 is currently Ramtron's Vice President of Sales and
Marketing for the FRAM Product Business.  Mr. Carrigan has over 27 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 14 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-10
<PAGE>
                           SECURITY OWNERSHIP OF
                     PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 31, 2000 by: (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of the Company's Common Stock; (ii) each of the Company's
directors; (iii) each of the Company's executive officers; and (iv) all
current directors and executive officers of the Company as a group.

                                      Shares of Common Stock         Percent
Name of Beneficial Owner(1)             Beneficially Owned         of Class(2)
---------------------------           ----------------------       -----------

National Electrical Benefit Fund            2,555,377(3)              14.2%
1125 15th Street, N.W., Room 912
Washington, D.C.  20005

CC Investments, LDC                         1,317,772(4)               7.4
77 West Wacker Drive, Suite 4040
Chicago, IL  60601

Elizabeth Loring Crane                        485,714(5)               2.8

William Michael Mushkin                       466,666(5)               2.7

L. David Sikes                                181,350(6)               1.0

Greg B. Jones                                  94,100(7)                *

Craig W. Rhodine                               62,185(8)                *

Donald G. Carrigan                             58,668(9)                *

William G. Howard                              28,000(10)               *

Albert J. Hugo-Martinez                        23,600(11)               *

Eric A. Balzer                                 22,000(12)               *

LuAnn D. Hanson                                20,198(13)               *

All current directors and executive
officers as a group (8 persons)               490,101(14)              2.8
---------------

*    Less than one percent

(1)  Such persons have sole voting and investment power with respect to all
     shares of Common Stock shown as being beneficially owned by them,
     subject to community property laws where applicable, except as otherwise
     indicated in the information contained in these footnotes.

                                  Page-11
<PAGE>
(2)  Pursuant to Rule 13d-3(d)(1)(B), shares of Common Stock issuable upon the
     exercise of warrants or stock options held by each person set forth in
     the table which are currently or become exercisable within 60 days are
     included in the number of shares of Common Stock outstanding for purposes
     of determining the percentage ownership of such person.

(3)  Includes:  (i) 1,638,680 shares of Common Stock owned by the Fund;
     (ii) 905,697 shares of Common Stock issuable upon exercise of warrants
     held by the Fund, which are currently convertible or become exercisable
     within 60 days; and (iii) 11,000 shares of Common Stock issuable to the
     Fund pursuant to options which are currently exercisable or become
     exercisable within 60 days. The trustees of the Fund share voting and
     dispositive powers as to such shares. To the best knowledge of the
     Company, the trustees of the Fund are Mr. John M. Grau and Mr. Edwin D.
     Hill.

(4)  In a Schedule 13D dated January 31, 2000, CC Investments, LDC, as nominee
     reported ownership of:  (i) 610,634 shares of Common Stock and 707,138
     shares of Common Stock issuable upon the exercise of warrants.

(5)  On June 14, 2000, a total of 952,380 shares of common stock were issued
     to William Michael Mushkin and Elizabeth Loring Crane, husband and wife,
     pursuant to an Agreement and Plan of Merger dated May 11, 2000 among the
     Company, Mushkin, Inc., RIC MI Acquisition Inc., William Michael Mushkin
     and Elizabeth Loring Crane.

(6)  Includes:  (i) 2,100 shares of Common Stock owned directly; and
     (ii) 179,250 shares issuable to Mr. Sikes pursuant to options, which are
     currently exercisable or become exercisable within 60 days after
     July 31, 2000.

(7)  Includes:  (i) 2,600 shares of Common Stock owned directly; and
     (ii) 91,500 shares issuable to Mr. Jones pursuant to options, which are
     currently exercisable or become exercisable within 60 days after
     July 31, 2000.

(8)  Includes:  (i) 1,200 shares of Common Stock owned directly; and
     (ii) 60,985 shares issuable to Mr. Rhodine pursuant to options, which are
     currently exercisable or become exercisable within 60 days after
     July 31, 2000.

(9) Includes:  (i) 2,168 shares of Common Stock owned directly; and
     (ii) 56,500 shares issuable to Mr. Carrigan pursuant to options, which
     are currently exercisable or become exercisable within 60 days after
     July 31, 2000.

(10) Includes:  (i) 28,000 shares issuable to Mr. Howard pursuant to options,
     which are currently exercisable.

                                  Page-12
<PAGE>
(11) Includes:  (i) 2,600 shares of Common Stock owned directly; and
     (ii) 21,000 shares issuable to Mr. Hugo-Martinez pursuant to options,
     which are currently exercisable.

(12) Includes:  (i) 22,000 shares of Common Stock issuable to Mr. Balzer
     pursuant to options, which are currently exercisable or become
     exercisable within 60 days after July 31, 2000.

(13) Includes:  (i) 100 shares of Common Stock owned directly; and
     (ii) 20,098 shares issuable to Ms. Hanson pursuant to options, which
     are currently exercisable or become exercisable within 60 days after
     July 31, 2000.

(14) Includes 479,333 shares of Common Stock issuable to current officers
     and directors pursuant to options, which are currently exercisable or
     become exercisable within 60 days after July 31, 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company's directors and officers and persons holding
more than ten percent of the Company's Common Stock are required to report
their ownership of the Company's Common Stock and any changes in that
ownership to the Securities and Exchange Commission (the "SEC").  The
specific due dates for these reports have been established by the SEC, and the
Company is required to report in this Proxy Statement any failure to file by
the established dates.  To the knowledge of the Company and based solely on a
review of the Section 16(a) reports furnished to the Company during 1999, none
of the Company's directors, officers and persons holding more than 10% of the
Company's Common Stock were delinquent in filing reports pursuant to Section
16(a) of the Exchange Act.

                                  Page-13
<PAGE>
                EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information for the three years ended
December 31, 1999 concerning compensation paid or accrued by the Company to or
on behalf of the Company's Chief Executive Officer during 1999 and each of the
four other most highly compensated executive officers of the Company whose
compensation during 1999 exceeded $100,000.

                                                            Long-Term
                                                       Compensation Awards
                                                    -------------------------
                              Annual Compensation    Securities   Restricted
Name and                      --------------------   Underlying     Stock
Principal Position      Year  Salary($)   Bonus($)   Options(#)    Awards($)
------------------      ----  ---------   --------  -------------------------

L. David Sikes          1999  $360,000     $    --    200,000     $    --
  Chairman of the       1998   360,000      65,000     20,000      64,806(1)
  Board and Chief       1997   355,000      75,000     10,000          --
  Executive Officer

Greg B. Jones           1999   200,000          --    100,000          --
  President and Chief   1998   202,100          --      9,000      49,790(2)
  Operating Officer     1997   179,900          --         --          --

Richard L. Mohr         1999   200,000          --    100,000          --
  Executive Vice        1998   200,000          --         --      48,117(3)
  President and Chief   1997   175,333      20,000     10,000          --
  Financial Officer

Donald G. Carrigan      1999   152,092         333     50,000          --
  Vice President of     1998   152,092       5,333      8,000      33,804(4)
  Sales and Marketing,  1997   139,225          --     10,000          --
  FRAM Business

Craig W. Rhodine(5)     1999   145,000          --     75,000          --
  Vice President and    1998   137,500          --         --      42,254(6)
  General Manager,      1997   122,083          --         --          --
  EDRAM Business
---------------

(1)  The amount shown represents the dollar value of the award of restricted
     stock, calculated by multiplying the closing market price of the
     Company's Common Stock on the date of grant by the number of shares
     awarded plus withholding tax on the calculated amount of the award.  The
     number of shares of fully vested restricted stock awarded was 1,600.  The
     closing market price on the date of the award, the market value of the
     stock on the date of the award and the associated withholding taxes were
     $25.078, $40,125 and $24,681, respectively.  As of December 31, 1999,
     Mr. Sikes held 1,600 shares of such restricted stock having a value of
     $10,700 based upon the fair market value of the Common Stock on
     December 31, 1999.  The restricted shares are currently not registered
     under an effective registration statement filed with the SEC.

                                  Page-14
<PAGE>
(2)  The amount shown represents the dollar value of the award of restricted
     stock, calculated by multiplying the closing market price of the
     Company's Common Stock on the date of grant by the number of shares
     awarded plus withholding tax on the calculated amount of the award.  The
     number of shares of fully vested restricted stock awarded was 1,200.  The
     closing market price on the date of the award, the market value of the
     stock on the date of the award and the associated withholding taxes were
     $25.078, $30,094 and $19,696, respectively.  As of December 31, 1999,
     Mr. Jones held 1,200 shares of such restricted stock having a value of
     $8,025 based upon the fair market value of the Common Stock on
     December 31, 1999.  The restricted shares are currently not registered
     under an effective registration statement filed with the SEC.

(3)  The amount shown represents the dollar value of the award of restricted
     stock, calculated by multiplying the closing market price of the
     Company's Common Stock on the date of grant by the number of shares
     awarded plus withholding tax on the calculated amount of the award.  The
     number of shares of fully vested restricted stock awarded was 1,200.  The
     closing market price on the date of the award, the market value of the
     stock on the date of the award and the associated withholding taxes were
     $25.078, $30,094 and $18,023, respectively.  As of December 31, 1999,
     Mr. Mohr held 1,200 shares of such restricted stock having a value of
     $8,025 based upon the fair market value of the Common Stock on
     December 31, 1999.  The restricted shares are currently not registered
     under an effective registration statement filed with the SEC.

(4)  The amount shown represents the dollar value of the award of restricted
     stock, calculated by multiplying the closing market price of the
     Company's Common Stock on the date of grant by the number of shares
     awarded plus withholding tax on the calculated amount of the award.  The
     number of shares of fully vested restricted stock awarded was 800.  The
     closing market price on the date of the award, the market value of the
     stock on the date of the award and the associated withholding taxes were
     $25.078, $20,062 and $13,742, respectively.  As of December 31, 1999,
     Mr. Carrigan held 800 shares of such restricted stock having a value of
     $5,350 based upon the fair market value of the Common Stock on
     December 31, 1999.  The restricted shares are currently not registered
     under  an effective registration statement filed with the SEC.

(5)  Mr. Rhodine became an executive officer of the Company in March 1997 and
     was employed by the Company in various non-executive officer positions
     from September 1992 until March 1997.

(6)  The amount shown represents the dollar value of the award of restricted
     stock, calculated by multiplying the closing market price of the
     Company's Common Stock on the date of grant by the number of shares
     awarded plus withholding tax on the calculated amount of the award.  The
     number of shares of fully vested restricted stock awarded was 1,000.  The
     closing market price on the date of the award, the market value of the
     stock on the date of the award and the associated withholding taxes were
     $25.078, $25,078 and $17,176, respectively.  As of December 31, 1999,
     Mr. Rhodine held 1,000 shares of such restricted stock having a value of
     $6,688 based upon the fair market value of the Common Stock on
     December 31, 1999.  The restricted shares are currently not registered
     under an effective registration statement filed with the SEC.

                                  Page-15
<PAGE>
OPTION GRANTS IN 1999

The following table sets forth certain information concerning stock option
grants in 1999 to each of the executive officers named in the Summary
Compensation Table who received stock option grants in 1999.

                          Individual Grants
              ------------------------------------------
                  No. of                                  Potential Realizable
               Securities % of Total                        Value at Assumed
               Underlying  Options                       Annual Rates of Stock
                Options   Granted to  Exercise             Price Appreciation
                Granted   Employees    Price   Expiration  for Option Term(2)
Name              (#)     in 1999(1) ($/Share)    Date      5%($)     10%($)
----           ---------- ---------- --------- ---------- --------   ---------

L. David Sikes
               200,000(3)    41.6%    $2.25    09/28/09  $283,003   $717,184

Greg B. Jones
               100,000(3)    20.8      2.25    09/28/09   141,501    358,592

Richard L. Mohr
               100,000(3)    20.8      2.25    09/28/09   141,501    358,592

Donald G. Carrigan
                50,000(3)    10.4      2.25    09/28/09    70,751    179,296

Craig W. Rhodine
                75,000(3)    15.6      2.25    09/28/09   106,126    268,944
---------------

(1)  The Company granted options to purchase an aggregate of 481,189 shares to
     employees in 1999.

(2)  Potential values are net of exercise price and before taxes payable in
     connection with the exercise of such options or the subsequent sale of
     shares acquired upon the exercise of such options.  These values
     represent certain assumed rates of appreciation (i.e., 5% and 10%
     compounded annually over the term of such options) based on the
     Securities and Exchange Commission's rules.  The actual values, if any,
     will depend upon, among other factors, the future performance of the
     Company's Common Stock, overall market conditions and the named officer's
     continued employment with the Company.  Therefore, the potential values
     reflected in this table may not necessarily be achieved.

(3)  Such options were granted under the 1995 Stock Option Plan, as amended
     (the "1995 Plan"), and vest and become exercisable in two equal annual
     installments on March 31, 2000 and 2001.  The exercise price per share of
     such options is equal to the reported closing price of the Company's
     Common Stock on The Nasdaq Stock Market on the date of grant.

                                  Page-16
<PAGE>
AGGREGATED OPTIONS EXERCISED IN 1999 AND OPTION VALUES AT DECEMBER 31, 1999

The following table sets forth the aggregate number and the value of options
held as of the end of 1999 by the executive officers named in the Summary
Compensation Table.  None of the executive officers named in the Summary
Compensation Table exercised options during 1999.

                         Number of Securities          Value of Unexercised
                   Underlying Unexercised Options      In-the-Money Options
                           at 12/31/99(#)                at 12/31/99($)*
                   ------------------------------   --------------------------
Name                 Exercisable  Unexercisable     Exercisable  Unexercisable
----                 -----------  -------------     -----------  -------------

L. David Sikes          71,750       220,000             $--        $887,500

Greg B. Jones           36,500       109,500              --         443,750

Richard L. Mohr         35,999       110,000              --         443,750

Donald G. Carrigan      25,250       112,750              --         221,875

Craig W. Rhodine        23,485       155,000              --         332,813
---------------

*  Represents the difference between the closing price of the Company's Common
   Stock on December 31, 1999 as reported on The Nasdaq Stock Market
   (i.e., $6.6875 per share) and the exercise price of such options.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
AGREEMENTS

EMPLOYMENT AGREEMENTS.  In January 2000, the Company entered into a two-year
employment agreement with L. David Sikes to continue in his position as Chief
Executive Officer and Chairman of the Board, superceding his prior agreement
and providing for Mr. Sikes to receive an initial annual salary of $360,000.
Pursuant to the agreement the Company granted to Mr. Sikes 667,000 common
stock purchase warrants, having an exercise price of $6.88 per share and
vesting only if certain conditions are satisfied.  The warrants vest and
become exercisable December 31, 2002 if Mr. Sikes is employed on that date,
and some or all of such warrants vest and become exercisable earlier if
specified criteria are attained or a change of control of the Company occurs.
The agreement also provides that if the Company terminates Mr. Sikes'
employment prior to December 31, 2001 for any reason other than for just
cause, the Company will be obligated to pay Mr. Sikes an amount equal to the
salary he would have received for the remainder of the term of the agreement
plus $360,000.  Under the terms of the agreement, if for any reason other than
for just cause the Company does not extend Mr. Sikes' employment upon

                                  Page-17
<PAGE>
expiration of the term or if, having been extended, Mr. Sikes' employment is
terminated at any time prior to November 13, 2006, then the Company will pay
Mr. Sikes a lump sum payment of $360,000.  In the event that specified
criteria are attained or a change in control of the Company occurs prior to
December 31, 2001 and Mr. Sikes' employment is thereafter terminated, then the
Company will be required to pay Mr. Sikes amounts up to $30,000 per month from
the date of such termination through November 13, 2006.

In April 1997, the Company entered into a two-year employment agreement,
effective on April 1, 1997, with Richard Mohr.  The agreement provided for
Mr. Mohr to receive an initial monthly salary of $15,000.  The agreement
provided that if the Company terminated Mr. Mohr's employment during the term
of the agreement for any reason other than for cause, the Company would be
obligated to pay him his then annual salary for the remainder of the two-year
term.  In April 1999, the Board of Directors extended Mr. Mohr's employment
agreement for a period of two years beyond the original expiration date of
April 1, 1999.  Mr. Mohr resigned all positions he held in the Company on
January 31, 2000.  On January 31, 2000, Mr. Mohr entered into a consulting
agreement with the Company to perform professional services on an "as needed"
basis at time(s) to be mutually agreed upon but not to exceed four hours per
week.  The expiration date of the agreement is March 31, 2001.

In March 2000, the Company entered into a two-year employment agreement,
with Greg. Jones, superceding all prior agreements.  The agreement provides
for Mr. Jones to receive an initial annual salary of $200,000.  The agreement
provides that if the Company terminates Mr. Jones' employment during the term
of the agreement for any reason other than for cause, the Company will be
obligated to pay him his then annual salary for a period of one year.  The
expiration date of the agreement is December 31, 2001.

In March 2000, the Company entered into a two-year employment agreement,
with Donald Carrigan, superceding all prior agreements.  The agreement
provides for Mr. Carrigan to receive an initial annual salary of $159,697.
The agreement provides that if the Company terminates Mr. Carrigan's
employment during the term of the agreement for any reason other than for
cause, the Company will be obligated to pay him his then annual salary for a
period of one year.  The expiration date of the agreement is December 31,
2001.

In March 2000, the Company entered into a two-year employment agreement,
with Craig Rhodine, superceding all prior agreements.  The agreement provides
for Mr. Rhodine to receive an initial annual salary of $160,000.  The
agreement provides that if the Company terminates Mr. Rhodine's employment
during the term of the agreement for any reason other than for cause, the
Company will be obligated to pay him his then annual salary for a period of
one year.  The expiration date of the agreement is December 31, 2001.

                                  Page-18
<PAGE>
In March 2000, the Company entered into a two-year employment agreement,
with LuAnn Hanson.  The agreement provides for Ms. Hanson to receive an
initial annual salary of $125,000.  The agreement provides that if the Company
terminates Ms. Hanson's employment during the term of the agreement for any
reason other than for cause, the Company will be obligated to pay her her then
annual salary for a period of one year.  The expiration date of the agreement
is December 31, 2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee during 1999 were
Dr. William G. Howard, Albert J. Hugo-Martinez and Eric A. Balzer.  There were
no executive officers or employees of the Company that were members of the
Company's Compensation Committee during 1999.

The following Board of Directors Report on Executive Compensation and the
Performance Graph on page 21 shall not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy Statement into
any filing under the Securities Act of 1933 or under the Securities Exchange
Act of 1934, except to the extent that the Company specifically incorporates
such information by reference, and shall not otherwise be deemed filed under
such Acts.

                               BOARD OF DIRECTORS
                        REPORT ON EXECUTIVE COMPENSATION

In 1999, the Board of Directors was responsible for determining and approving
the annual compensation to be paid and the benefits to be provided to the
Company's executive officers and for administering the Company's Amended and
Restated 1986 Stock Option Plan, the 1989 Nonstatutory Stock Option Plan, the
1995 Stock Option Plan, as amended, and the 1999 Stock Option Plan.  The
Company's compensation program is designed to attract, retain and motivate
qualified executive officers who the Company believes will contribute to its
long-term success.  The Company's compensation program is comprised primarily
of annual base salaries and stock option grants.  In addition, executive
officers receive group life insurance and health benefits as part of their
overall compensation.  The Board considers each component of compensation
within the context of the entire officer compensation program in making its
determination.

The Compensation Committee of the Board of Directors makes recommendations to
the Board of Directors regarding salaries, bonuses, stock option grants and
other compensation and benefits for directors, officers and employees.

ANNUAL BASE SALARIES.  The Board of Directors reviews and approves the annual
base salaries of all executive officers, including the Chief Executive
Officer.  In determining annual base salaries, the Board collects and
analyzes base salary information from competitors in its industry and uses
that information as the basis for comparing the base salaries of the Company's
executive officers to the amounts paid to executive officers with comparable
qualifications, experience and responsibilities in businesses similar to the
Company's business.  The Board also considers both subjective and objective

                                  Page-19
<PAGE>
factors, including, among others, an officer's responsibilities, experience
and qualifications, job performance, contributions and length of service to
the Company, and the Company's financial results and condition.  The annual
base salary of Mr. Sikes, the Company's Chief Executive Officer, remained
unchanged during 1999 at $360,000.

In September of 1999 the annual base salary of one executive officer was
increased $22,500 in recognition of his performance and contributions made
during 1998 and 1999. This increase also reflected the need to remain
competitive with compensation levels for similar types of positions in the
industry or comparable industries in which the Company competes and does
business. The base salaries of all other executive officers remained unchanged
during 1999 as compared to 1998 base salary levels.

STOCK OPTIONS.  Options to purchase the Company's Common Stock have
historically been and continue to be a key component of the Company's
compensation program.  The Board of Directors views the grant of stock options
as a valuable incentive that serves to attract, retain and motivate executive
officers and other key employees, as well as to align their interest more
closely with the Company's goal of enhancing stockholder value.  The
Compensation Committee reviews and considers recommendations by the Company's
Chief Executive Officer (other than for himself) with regard to the grant of
stock options to executive officers and other key employees, and then makes
recommendations to the Board of Directors.  In determining the size, frequency
and other terms of an option grant to an executive officer, the Compensation
Committee and the Board consider a number of factors, including, among others,
such officer's position, responsibilities, job performance, prior option
grants, contributions and length of service to the Company and the value of
his or her vested and unvested previously granted stock options, if any.

Options generally vest in annual installments over two to four years as long
as the optionee remains an employee of the Company and, therefore, encourages
an optionee to remain in the employ of the Company.  In 1999, options to
purchase an aggregate of 525,000 shares of Common Stock were granted to all
executive officers as a group and represented approximately 109% of all
options granted to the Company's employees in 1999.  Information concerning
options granted during 1999 to executive officers is provided in the table
entitled "Option Grants in 1999" above.

COMPENSATION OF CHIEF EXECUTIVE OFFICER.  The Board of Directors generally
considers the same factors in determining the Chief Executive Officer's
compensation as it considers with respect to the Company's other executive
officers including both subjective and objective factors.  Although L. David
Sikes, the Company's Chief Executive Officer, is a member of the Company's
Board of Directors, he did not participate in any discussions or decisions of
the Board regarding the setting of his compensation for 1999.  During 1999,
Mr. Sikes' compensation consisted of an annual salary of$360,000 and the
granting of new stock options to purchase 200,000 shares of the Company's
Common Stock.

                                  Page-20
<PAGE>
DEDUCTIBILITY OF EXECUTIVE COMPENSATION.  Under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), a publicly held corporation
such as the Company will not be allowed a federal income tax deduction for
compensation paid to the executive officers named in the Summary Compensation
Table to the extent that compensation (including stock-based compensation)
paid to a particular officer exceeds $1 million in any fiscal year unless such
compensation was based on performance goals or paid under a written contract
that was in effect on February 17, 1993.  Qualifying performance-based
compensation (including compensation attributable to the exercise of stock
options) will not be subject to the deductibility limitation if certain
conditions are met.  The Company expects that compensation attributable to the
exercise of stock options will qualify for the exception for qualifying
performance-based compensation and that such compensation will not, therefore,
count toward the $1 million limit.  Based upon the Company's current
compensation plans and policies and the regulation under Section 162(m), it
appears that the compensation to be paid to the Company's executive officers
for 1999 will not exceed the $1 million limitation per officer.

                                                       L. David Sikes
                                                       Greg B. Jones
                                                       William G. Howard
                                                       Eric A. Balzer
                                                       Albert J. Hugo-Martinez

                             PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Company's
Common Stock with the cumulative total return of the S&P Electronics
(Semiconductors) Industry Index and the S&P Composite Index for the period
commencing December 31, 1994 and ending December 31, 1999.

In preparing the following graph, it was assumed that $100 was invested on
December 31, 1994 in each of the Company's Common Stock, the S&P Electronics
(Semiconductors) Index and the S&P 500 Composite Index with all dividends, if
any, reinvested.

The historic stock price performance presented in the following chart is not
necessarily indicative of future stock performance.

             Comparison of Five-Year Cumulative Total Return Among
 Ramtron International Corporation, the S&P Electronics (Semiconductors) Index
                         and the S&P Composite Index

                     Dec 30,   Dec 29,   Dec 31,   Dec 31,   Dec 31,   Dec 31,
                      1994      1995      1996      1997      1998      1999
                    --------  --------  --------  --------  --------  --------

Ramtron               $100     $130.00   $120.00   $111.25   $ 10.00   $ 26.75

S&P Electronics
  (Semiconductors)
  Industry Index       100      135.81    244.55    263.15    440.95    691.76

S&P Composite Index    100      137.58    169.17    225.61    290.09    351.13

                                  Page-21
<PAGE>
              CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following are certain transactions entered into between the Company and
its officers, directors and principal stockholders or their affiliates since
January 1, 1999.

TRANSACTIONS INVOLVING THE NATIONAL ELECTRICAL BENEFIT 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 1999,
the Company was obligated to pay to the Fund approximately $60,000 in payment
of such fees and expenses. Payments to the Fund during 1999 included $390,000
in outstanding consulting fees and $524,469 for interest expense related to
the note payable due to the Fund.

TRANSACTIONS INVOLVING L. DAVID SIKES - See "Employment Contracts and
Termination of Employment and Change-In-Control Agreements."

TRANSACTIONS INVOLVING GREG B. JONES - See "Employment Contracts and
Termination of Employment and Change-In-Control Agreements."

TRANSACTIONS INVOLVING RICHARD L. MOHR - See "Employment Contracts and
Termination of Employment and Change-In-Control Agreements."

TRANSACTIONS INVOLVING LUANN D. HANSON - See "Employment Contracts and
Termination of Employment and Change-In-Control Agreements."

TRANSACTIONS INVOLVING CRAIG W. RHODINE - See "Employment Contracts and
Termination of Employment and Change-In-Control Agreements."

TRANSACTIONS INVOLVING DONALD G. CARRIGAN - See "Employment Contracts and
Termination of Employment and Change-In-Control Agreements."

PROPOSAL 2 - APPROVAL OF AN AMENDMENT TO THE COMPANY'S 1995 STOCK OPTION PLAN
TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR GRANT UNDER SUCH PLAN BY
1,200,000 SHARES TO A CUMULATIVE TOTAL OF 3,000,000.

On December 15, 1995, the Company's stockholders adopted and approved the 1995
Stock Option Plan (the "1995 Plan") and 600,000 shares (adjusted for the
August 1999 one-for-five reverse stock split) of Common Stock were reserved
for issuance thereunder.  As of July 31, 2000, 125,869 shares remained
available for future option grants under this plan.

                                  Page-22
<PAGE>
On September 28, 1999, the Board of Directors approved an amendment to the
1995 Plan to increase the number of shares authorized for issuance under the
1995 Plan by 1,200,000 shares and to increase the maximum number of shares
that may be awarded as options under the Plan during any calendar year to any
optionee by 200,000 shares to a cumulative total of 300,000 shares during any
calendar year.  Both of the foregoing amendments to the 1995 Plan were
approved by the Company's stockholders at the Company's 1999 Annual Meeting of
Stockholders.

Additionally, on May 24, 2000 the Board of Directors approved an amendment to
the 1995 Plan to increase the number of shares authorized for issuance under
the 1995 Plan by 1,200,000 shares, to a cumulative total of 3,000,000.
Additional shares are needed for use in the 1995 Plan so that stock option
grants can continue to be made to attract and retain key employees of the
Company and its subsidiaries.  If the amendment to the 1995 Plan is not
approved by the stockholders, no grants of options will be made under the 1995
Plan once the currently available shares subject to options are granted.  The
proceeds received by the Company from the exercise of options under the 1995
Plan are used for the general corporate purposes of the Company.

As of July 31, 2000, 1,800,000 shares of Common Stock were authorized for
issuance under the 1995 Plan, 7,797 shares had been issued upon the exercise
of options granted under the 1995 Plan, 1,666,334 shares were issuable upon
the exercise of outstanding options, and 125,869 shares remained available for
additional option grants under the 1995 Plan.

The Company cannot currently determine the number of shares subject to options
that may be granted in the future to executive officers, directors and
employees under the 1995 Plan. The following table sets forth information with
respect to the stock options granted from January 1, 1999, through
December 31,1999, to each of the executive officers named in the Summary
Compensation Table on page 14, all current executive officers as a group, all
current directors who are not executive officers as a group, and all employees
and consultants (including all current officers who are not executive
officers) as a group under the 1995 Plan.

                                  Page-23
<PAGE>
                                     Number of Shares      Weighted Average
                                        Underlying             Exercise
Name                                 Options Granted        Price Per share
--------------------------------     ---------------        ---------------
L. David Sikes                            200,000                 $2.25
Greg B. Jones                             100,000                 $2.25
Richard L. Mohr                           100,000                 $2.25
Donald G. Carrigan                         50,000                 $2.25
Craig W. Rhodine                           75,000                 $2.25

All current executive officers
as a group (5 persons)                    438,199                 $2.25

All current non-employee
directors as a group (3 persons)           19,000                 $6.41

All employees and consultants
who are not executive officers
as a group                                   (1)                   (1)
------------

(1)  During 1999, there were no stock option grants under the 95 Plan to
     individuals other than executive officers or directors.  All employee and
     consultant stock option grants during 1999 were issued from the 1999
     Stock Option Plan (the "99 Plan").  Total shares underlying employee and
     consultant stock option grants during 1999 from the 99 Plan were 474,849
     with a weighted average exercise price per share of $2.188.

AT THE ANNUAL MEETING, THE STOCKHOLDERS WILL BE REQUESTED TO CONSIDER AND
APPROVE THE AMENDMENT TO THE 1995 PLAN.  THE AFFIRMITIVE VOTE OF A MAJORITY
OF THE SHARES OF THE COMPANY'S COMMON STOCK PRESENT OR REPRESENTED AND
ENTITLED TO VOTE AT THE ANNUAL MEETING WILL BE REQUIRED TO APPROVE THE
AMENDMENT TO THE 1995 PLAN.  THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE FOR APPROVAL OF THE AMENDMENT TO THE 1995 PLAN.

Future grants under the 1995 Plan, in addition to those already made, will be
made at the discretion of the Board of Directors of the Company.

A summary of the principal provisions of the 1995 Plan is set forth below and
is qualified in its entirety by reference to the 1995 Plan.  A copy of the
1995 Plan is available from the Company's Secretary upon request.

SUMMARY OF THE 1995 PLAN

If the amendment approved by the Board on May 24, 2000, adding 1,200,000
shares to the number of shares authorized for issuance under the 1995 Plan is
approved by the Company's stockholders, a total of 3,000,000 shares of Common
Stock will be reserved for issuance to eligible participants pursuant to the
1995 Plan.

                                  Page-24
<PAGE>
PURPOSE.  The purposes of the 1995 Plan are to (i) attract and retain the
services of selected key employees of the Company who are in a position to
make a material contribution to the successful operations of the Company's
business; (ii) motivate such persons, by means of performance-related
incentives, to achieve the Company's business goals; and (iii) enable such
persons to participate in the long-term growth and financial success of the
Company by providing them with an opportunity to purchase stock of the
Company.

ADMINISTRATION.  The 1995 Plan is administered by the Board of Directors
or, upon appointment by the Board, by a committee composed of two or more
board members.  The interpretation and construction of any provision of the
1995 Plan is within the sole discretion of the members of the Board or its
committee, whose determination is final and binding.

ELIGIBILITY.  The 1995 Plan provides that nonstatutory stock options and
incentive stock options may be granted to employees of the Company and any
parent or subsidiary of the Company (including officers and directors who are
also employees), as well as to non-employee directors of and consultants to
the Company and any parent or subsidiary of the Company.  As administrator of
the 1995 Plan, the Board of Directors selects the optionees and determines the
type of option (i.e., incentive or nonstatutory) and the number of shares to
be subject to each option.  In making such determination, there is taken into
account a number of factors, including an employee's position and
responsibilities, individual job performance, previous stock options grants
(if any), length of service to the Company, and other relevant factors.  As of
July 31, 2000, approximately 149 persons were eligible to receive options
and 111 optionees were holding options under the 1995 Plan.

TERMS OF OPTIONS.  Options granted under the 1995 Plan may be either
"incentive stock options" as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or nonstatutory stock options.  Each
option is evidenced by a written stock option agreement between the Company
and the person to whom such option is granted and is subject to the following
additional terms and conditions:

  (a)  NUMBER OF SHARES: The aggregate fair market value (determined as of
       the grant date) of the stock for which an employee may be granted
       incentive stock options that first become exercisable during any one
       calendar year under all the Company's plans may not exceed $100,000.
       In addition, the maximum number of shares which may be awarded as
       options under the 1995 Plan during any calendar year to any one
       optionee shall not exceed 300,000 shares.

                                  Page-25
<PAGE>
  (b)  EXERCISE OF THE OPTION:  The optionee must earn the right to
       exercise the option by continuing to work for the Company.  Options
       granted under the 1995 Plan will become exercisable at such times
       and in such cumulative installments as the Board of Directors or its
       committee determines subject to earlier termination of the option
       upon termination of the optionee's employment for any reason.  The
       form of payment for shares to be issued upon the exercise of any
       option may, in the discretion of the Board of Directors or its
       committee, consist of cash, check, a promissory note, an exchange of
       shares of Common Stock, a combination thereof or such other
       consideration as is determined by the Board of Directors or its
       committee.

  (c)  EXERCISE PRICE:  The exercise price per share for the shares to be
       issued pursuant to the exercise of an option is determined by the
       Board of Directors or its Committee and may not be less than 100% of
       the fair market value of the Common Stock on the grant date with
       respect to incentive stock options and 95% of the fair market value
       of the Common Stock on the grant date with respect to nonstatutory
       options.  The fair market value of the Common Stock on the date of
       an option grant will be equal to the closing price of the Common
       Stock on the date of the option grant.  On July 31, 2000, the
       closing price of the Company's Common Stock on The Nasdaq Stock
       Market was $18.188 per share.

  (d)  TERMINATION OF EMPLOYMENT:  If the optionee's employment with the
       Company is terminated for any reason, other than death, total and
       permanent disability or termination "for cause" (as defined in the
       1995 Plan), the option may be exercised within 90 days (or, in the
       case of a nonstatutory stock option, such other period of time as is
       determined by the Board of Directors or its committee at the time of
       granting the option or during the term of the option) after such
       termination as to all or part of the shares as to which the optionee
       was entitled to exercise the option at the time of termination.  If
       the optionee's employment with the Company is terminated for cause,
       his or her options may be exercised within 30 days after such
       termination to the extent such options are vested and not exercised
       as of such date.

  (e)  DEATH OR DISABILITY:  If an optionee should die or become
       permanently and totally disabled while employed by the Company, the
       options granted to him or her may be exercised at any time within
       one year after such death or disability, but only to the extent the
       optionee was entitled to exercise the options at the date of his or
       her termination of employment due to such death or disability.

  (f)  EXPIRATION OF OPTIONS:  Options may not have a term greater than ten
       years from the grant date for an incentive stock option or ten years
       plus one day from the grant date for a nonstatutory stock option.
       No option may be exercised after its expiration.  Incentive stock
       options granted to an optionee who at the time of such grant owns
       stock possessing more than 10% of the voting power of the stock of
       the Company may not have a term greater than five years from the
       grant date.

                                  Page-26
<PAGE>
  (g)  NONTRANSFERABILITY OF OPTIONS:  An option is nontransferable by the
       optionee, other than by will or by the laws of descent and
       distribution or transfers between spouses incident to a divorce or
       transfers to a partnership in which optionee's immediate family, as
       defined in the plan, are the only partners and is exercisable only by
       the optionee or his or her legal guardian during the lifetime of the
       optionee or, in the event of death of the optionee, by the estate of
       the optionee or by a person who acquires the rights to exercise the
       option by bequest or inheritance.

  (h)  OTHER PROVISIONS:  The option agreement may contain such other
       terms, provisions and conditions not inconsistent with the 1995 Plan
       as may be determined by the Board of Directors or its committee.

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  In the event that a change, such
as a stock split or stock dividend, is made in the Company's capitalization
which affects the stock for which options are exercisable under the 1995 Plan,
appropriate adjustment will be made in the exercise price of and the number of
shares covered by outstanding options and in the number of shares available
for issuance under the 1995 Plan.  In the event of a dissolution or
liquidation of the Company, a sale of all or substantially all of the assets
of the Company, or the merger or consolidation of the Company with or into
another corporation as a result of which the Company is not the surviving and
controlling corporation, outstanding options will be assumed by the successor
corporation or the Board of Directors will declare that any option will
terminate as of a date fixed by the Board which is at least 30 days after
notice thereof is given to optionees and permit each optionee to exercise his
or her options as to all or any portion of the shares covered by such options,
including shares as to which the options would not otherwise be exercisable.

AMENDMENT AND TERMINATION.  The Board of Directors or its committee may amend
or terminate the 1995 Plan at any time or from time to time without the
approval of the Company's stockholders; provided, however, that approval of
the holders of voting shares represented or present and entitled to vote is
required for any amendment to the 1995 Plan which would: (a) materially
increase the number of shares which may be issued thereunder other than in
connection with an adjustment upon changes in capitalization; (b) materially
change the designation or the class of person eligible to participate in the
1995 Plan; (c) remove the administration of the 1995 Plan from the Board of
Directors or its committee; (d) extend the term of the 1995 Plan beyond its
initial ten-year term; (e) materially increase the benefits to participants
under the 1995 Plan.  In any event, the 1995 Plan will terminate on the tenth
anniversary of its approval by the stockholders of the Company provided that
any options then outstanding will remain outstanding until they expire by
their terms.

                                  Page-27
<PAGE>
TAX INFORMATION.  The federal tax consequences of options are complex and
subject to change.  The following discussion is only a brief summary of the
general federal income tax rules currently in effect which are applicable to
stock options.  A taxpayer's particular situation may be such that some
variation of the general rules may apply.  This summary does not cover the
state, local or foreign tax consequences of the grant or exercise of options
under the 1995 Plan or the disposition of shares acquired upon exercise of
such options or federal estate tax or state estate, inheritance or death
taxes.

INCENTIVE STOCK OPTIONS

If an option granted under the 1995 Plan is treated as an "incentive stock
option" as defined in Section 422 of the Code, then the optionee will not
recognize any income for regular income tax purposes upon either the grant or
the exercise of the option and the Company will not be allowed a deduction for
federal tax purposes.  Upon a sale of the shares, the tax treatment to the
optionee and the Company will depend primarily upon whether the optionee has
met certain holding period requirements at the time of sale.  In addition, as
discussed below, the exercise of an incentive stock option may subject the
optionee to alternative minimum tax liability in the year of exercise.

If an optionee exercises an incentive stock option and does not dispose of the
shares received within two years of the date of the grant of such option and
within one year after the exercise of the option, whichever period ends later,
any gain realized upon disposition will be characterized as long-term capital
gain, and any loss will be long-term capital loss.  In either such case, the
Company will not be entitled to a federal income tax deduction.

If the optionee disposes of the shares either within two years after the date
the option is granted or within one year after the exercise of the option,
such disposition will be treated as a disqualifying disposition and an amount
equal to the lesser of (1) the fair market value of the shares on the date of
exercise less the purchase price or (2) the amount realized on the disposition
less the purchase price will be taxed as ordinary income in the taxable year
in which the disposition occurs.  Any such ordinary income will increase the
optionee's tax basis for purposes of determining gain or loss on the sale or
exchange of such shares.  The excess, if any, of the amount realized over the
fair market value of the shares at the time of the exercise of the option will
be treated as short-term or long-term capital gains, as the case may be, and
any loss realized upon the disposition will be treated as a capital loss.  An
optionee will be generally considered to have disposed of shares if he or she
sells, exchanges, makes a gift or transfers legal title to such shares (except
by pledge, in certain non-taxable exchanges, a transfer in insolvency
proceedings, incident to a divorce, or upon death).  If the amount realized is
less than the purchase price, generally the optionee will not recognize
income.

                                  Page-28
<PAGE>
The exercise of an incentive stock option may subject an optionee to
alternative minimum tax liability in the year of exercise because the excess
of the fair market value of the shares at the time an incentive stock option
is exercised over the option price is an adjustment in determining an
optionee's alternative minimum taxable income for such year.  Consequently,
an optionee may be obligated to pay alternative minimum tax in the year he or
she exercises an incentive stock option.  If such a disqualifying disposition
occurs in the same year as an option is exercised, the amount of ordinary
income resulting from such disposition may offset any adjustment of
alternative minimum taxable income for the year of exercise.  In the case of a
disqualifying disposition which occurs after the year of exercise, an
individual would be required to recognize an adjustment of alternative minimum
taxable income in the year of exercise and ordinary income in the year of such
disqualifying disposition in an amount determined under the rules described
above.  An optionee's alternative minimum tax liability is affected by the
availability  of a special credit, a basis adjustment and other complex rules.
Optionees are urged to consult their tax advisors concerning the applicability
of the alternative minimum tax to their own circumstances.

In general, there will be no federal tax consequences to the Company upon the
grant, exercise or termination of an incentive stock option.  However, in the
event an optionee sells or disposes of stock received upon the exercise of an
incentive stock option prior to satisfying the two-year and one-year holding
periods described above, the Company will be entitled to a deduction for
federal income tax purposes in an amount equal to the ordinary income, if any,
recognized by the optionee upon disposition of the shares.

NONSTATUTORY STOCK OPTIONS

Nonstatutory stock options granted under the 1995 Plan do not qualify as
"incentive stock options" and, accordingly, do not qualify for any special tax
benefits to the optionee.  An optionee will not recognize any income at the
time he or she is granted a nonstatutory option.  However, upon its exercise,
the optionee will generally recognize ordinary income for federal income tax
purposes measured by the excess of the then fair market value of the shares
over the option price.  The income realized by the optionee will be subject to
income tax withholding by the company out of the compensation paid to the
optionee.  If such earnings are insufficient to pay the withholding tax, the
optionee will be required to make a direct payment to the Company to cover the
withholding tax liability.

Upon a sale of any shares acquired pursuant to the exercise of a non-statutory
stock option, the difference between the sale price and the optionee's basis
in the shares will be treated as a long-term or short-term capital gain or
loss, as the case may be.  The optionee's basis for determination of such gain
or loss will ordinarily be the sum of the amount paid for such shares plus any
ordinary income recognized as a result of the exercise of such option.

                                  Page-29
<PAGE>
In general, there will be no federal tax consequences to the Company upon the
grant or termination of a nonstatutory stock option or the sale or disposition
of the shares acquired upon exercise of a nonstatutory stock option.  However,
upon the exercise of a nonstatutory stock option, the Company will be entitled
to a deduction to the extent and in the year that ordinary income from the
exercise of the option is recognized by the optionee, provided the Company has
satisfied its withholding obligations under the Code.

PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Arthur Andersen LLP, independent
public accountants, to audit the Company's consolidated financial statements
for the year ending December 31, 2000.  In the event of a negative vote on
such ratification, the Board of Directors will reconsider its selection.  A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting, will have an opportunity to make a statement if he or she desires to
do so and is expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS NAMED ABOVE.

                              OTHER MATTERS

The Company currently knows of no matters to be submitted at the Annual
Meeting other than those described herein.  If any other matters properly come
before the Annual Meeting, it is the intention of the persons named on the
enclosed proxy card to vote the shares they represent as the Board of
Directors may recommend.

The financial statements, supplementary financial information, and
management's discussion and analysis of financial condition and results of
operations included in the Company's Annual Report to Stockholders enclosed
with this Proxy Statement and in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999, as filed with the Securities and Exchange
Commission and as subsequently amended, are hereby incorporated by
reference herein.

COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1999 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
BE PROVIDED TO STOCKHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
CORPORATE SECRETARY, RAMTRON INTERNATIONAL CORPORATION, 1850 RAMTRON
DRIVE, COLORADO SPRINGS, COLORADO 80921.

                                  Page-30
<PAGE>
PROXY                                                                    PROXY

        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

                       RAMTRON INTERNATIONAL CORPORATION

                      2000 Annual Meeting of Stockholders

The undersigned stockholder(s) of Ramtron International Corporation, a
Delaware corporation (the "Company"), hereby acknowledges receipt of the
Notice of Annual Meeting of Stockholders and Proxy Statement, each dated
August 24, 2000, and hereby appoints L. David Sikes and Greg B. Jones, and
each of them, proxies and attorneys-in-fact, with full power to each of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held
October 3, 2000, at 10:30 a.m., Mountain Time, at the Hilton Garden Inn,
1810 Briargate Parkway, Colorado Springs, Colorado 80920, and at any
adjournment(s) thereof, and to vote all shares of Common Stock to which the
undersigned would be entitled, if then and there personally present, on the
matters set forth on reverse side.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR PROPOSALS 1, 2 AND 3 AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COMES BEFORE THE MEETING.

DO NOT FOLD, STAPLE OR MUTILATE.

                         (To be Signed on Reverse Side)
                                 SEE REVERSE SIDE

                                  Page-31
<PAGE>

                        RAMTRON INTERNATIONAL CORPORATION
             PLEASE MARK VOTES AS IN THIS EXAMPLE USING DARK INK ONLY.
                                     ( X )

1.  ELECTION OF DIRECTORS:

Nominees:  L. David Sikes; Greg B. Jones; William G. Howard; Eric A. Balzer;
           Albert J. Hugo-Martinez

                       FOR           WITHHELD
                       ALL           FROM ALL
                     NOMINEES        NOMINEES
                      (    )          (    )

    FOR, except vote withheld from the following nominee(s):

      (    )------------------------------------------------------------------
                                List Nominee(s)

2.  APPROVAL OF AN AMENDMENT TO THE COMPANY'S 1995 STOCK OPTION PLAN:

To amend the Company's 1995 Stock Option Plan to increase the number of
shares available for grant under such plan by 1,200,000 shares to a cumulative
total of 3,000,000.

                   FOR          AGAINST          ABSTAIN
                 (     )        (     )          (     )

3.  APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS:

To ratify the appointment of Arthur Andersen LLP as independent public
accountants of the Company for the fiscal year ending December 31, 2000, as
described in the Proxy Statement.

                   FOR          AGAINST          ABSTAIN
                 (     )        (     )          (     )

OTHER BUSINESS:  In their discretion, the Proxies are authorized to vote
upon such other business as may properly come before the meeting or any
adjournment(s) thereof.

Any one of such attorneys-in-fact or substitutes as shall be present and shall
act at said meeting or any adjournment(s) thereof shall have and may exercise
all powers of said attorney-in-fact hereunder.

                                              Dated                      2000
                                                   ---------------------
Signature(s)
            ------------------------------------------------------------------
(This Proxy should be marked, dated and signed by the stockholder(s) exactly
as his or her name appears hereon and returned promptly in the enclosed
envelope.  Persons signing in a fiduciary capacity should so indicate.  If
shares are held by joint tenants or as community property, both should sign.)

==============================================================================

                                  Page-32
<PAGE>
                                           By Order of the Board of Directors

                                           /S/ LuAnn D. Hanson
                                           ------------------------
                                           LuAnn D. Hanson
                                           Secretary

Colorado Springs, Colorado
August 24, 2000

                                  Page-33
<PAGE>


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