As filed with the Securities and Exchange Commission on July 30, 2001
                                                   Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                                    FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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

            Delaware                                        84-0962308
------------------------------------------------------------------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                    Identification Number)

    1850 Ramtron Drive, Colorado Springs, Colorado 80921   (719) 481-7000
------------------------------------------------------------------------------
   (Address, including zip code, and telephone number, including area code,
                      of registrant's principal executive offices)

                             1995 STOCK OPTION PLAN
------------------------------------------------------------------------------
                            (Full titles of the plans)

                              WILLIAM W. STAUNTON III
                              Chief Executive Officer
                         Ramtron International Corporation
                                1850 Ramtron Drive
                         Colorado Springs, Colorado 80921
                                  (719) 481-7000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copies to:
                              JOHN A. ST. CLAIR, ESQ.
                                 Coudert Brothers
                       950 Seventeenth Street, Suite 1800
                               Denver, Colorado  80202
                                (303) 607-0888

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

                                    Page-1
<PAGE>
                        CALCULATION OF REGISTRATION FEE
==============================================================================
Title of             Amount of       Proposed         Proposed     Amount of
Securities         Shares to be      Maximum          Maximum     Registration
to be Registered    Registered    Offering Price      Aggregate        Fee
                                    Per Share      Offering Price
------------------------------------------------------------------------------
Common Stock
$.01 par value     2,000,000(1)(2)     $2.60(3)     $5,200,000(3)      $1,300

                                                                       ------
Total                                                                  $1,300
                                                                       ======
------------
(1)  Includes 2,000,000 shares of our Common Stock ("Common Stock") issuable
     upon the exercise of options granted or to be granted pursuant to our
     1995 Stock Option Plan, as amended.

(2)  Pursuant to Rule 416, there are also being registered such additional
     shares of Common Stock as may become issuable as a result of the
     antidilution provisions applicable to the options which are exercisable
     for the Common Stock registered hereunder.

(3)  Estimated pursuant to Rule 457(h) solely for the purpose of determining
     the amount of the registration fee based on the average of the high and
     low reported sale prices of a share of the Registrant's Common Stock as
     reported by The Nasdaq National Market on July 26, 2001 (i.e., $2.60).

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus prepared in accordance with Part I hereof also relates to shares of
Common Stock previously registered under Registration Statements on Form S-8
(Registration No. 333-122265, Registration No. 333-33554 and Registration
No. 333-60594).

                                  Page-2
<PAGE>
Part I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not
filed with the Commission as part of this Registration Statement.

Part II.   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   Incorporation of Documents by Reference.

The following documents and information previously filed with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

Item 3(a)   Our Annual Report on Form 10-K for the fiscal year ended
            December 31, 2000.

Item 3(b)   Our Quarterly Report on Form 10-Q for the three month period
            Ended March 31, 2001.

Item 3(c)   Current Report on Form 8-K filed with the Commission on
            April 9, 2001.

            Current Report on Form 8-K filed with the Commission on
            May 9, 2001.

            Current Report on Form 8-K filed with the Commission on
            June 8, 2001.

Item 3(d)   The description of our Common Stock contained in Item 11 of our
            Registration Statement on Form 10, as amended (Registration
            No. 0-17739), filed with the Commission on May 5, 1989 pursuant
            to Section 12 of the Securities Exchange Act of 1934 (the
            "Exchange Act"), including any amendment or report filed for the
            purpose of updating any such description.

            The description of our Series B Participating Preferred Stock
            purchase rights contained in our Registration Statement on
            Form 8-A, filed with the Commission on May 8, 2001 pursuant to
            Section 12 of the Exchange Act, including any amendment or report
            for the purpose of updating any such description.

All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.

Item 4   Description of Securities.

      Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

      Not Applicable.

                                  Page-3
<PAGE>
Item 6.   Indemnification of Directors and Officers.

We have adopted provisions in our Certificate of Incorporation that limit the
liability of our directors to the fullest extent permitted by the Delaware
General Corporation Law for monetary damages arising from a breach of their
fiduciary duty as directors.  Such limitation does not affect such liability:
(i) for any breach of a director's duty of loyalty to Ramtron or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the Delaware General Corporation Law; or (iv) for any transaction from
which a director derived an improper personal benefit.

Our Bylaws also provide that we shall indemnify our directors and officers to
the fullest extent permitted by Delaware law, including circumstances in which
indemnification is otherwise discretionary under Delaware law.  We also
maintain on behalf of our directors and officers insurance protection against
certain liabilities arising out of the discharge of their duties.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit
Number
-------

5.1    Opinion of Coudert Brothers
10.1   1995 Stock Option Plan (1)
10.2   Amendment No. 1 to 1995 Stock Option Plan, dated October 26, 1996.(2)
10.3   Amendment No. 2 to 1995 Stock Option Plan, dated December 22, 1999.(3)
10.4   Amendment No. 3 to 1995 Stock Option Plan, dated July 25, 2000.(4)
10.5   Amendment No. 4 to 1995 Stock Option Plan, dated October 3, 2000.(4)
10.6   Amendment No. 5 to 1995 Stock Option Plan, dated May 31, 2001
23.1   Consent of Arthur Andersen LLP
23.2   Consent of Coudert Brothers (included in Exhibit 5.1)
24.1   Power of Attorney
------------

(1)  Incorporated by reference to our Registration Statement on Form S-1
     (Registration No. 33-99898), as filed with the Commission on
     December 1, 1995.

                                  Page-4
<PAGE>
(2)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 1996 filed
     with the Commission on March 26, 1997.

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

(4)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 2000 filed
     with the Commission on March 30, 2001.

Item 9.   Undertakings.

Ramtron hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

     (i)  To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

    (ii)  To reflect in the prospectus any facts or events arising after the
          effective date of this registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set
          forth in this registration statement.  Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed
          that which was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be reflected in the
          form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

   (iii)  To include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the SEC by Ramtron pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the registration statement.

                                  Page-5
<PAGE>
(2)  That, for the purpose of determining any liability under the Securities
     Act, each post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     the offering.

(4)  That, for purposes of determining any liability under the Securities Act,
     each filing of the registrant's annual report pursuant to Section 13(a)
     or Section 15(d) (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) of the Exchange Act that is incorporated by
     reference in the registration statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to our directors, officers and controlling
     persons pursuant to the provisions described in Item 6 of this
     registration statement, or otherwise, we have been advised that in the
     opinion of the Commission such indemnification is against public policy
     as expressed in the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such liabilities (other than our
     payment of expenses incurred or paid by one of our directors, officers or
     controlling persons in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling person
     in connection with the securities being registered, we will, unless in
     the opinion of our counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification is against public policy as expressed in the
     Act and will be governed by the final adjudication of such issue.

                                  Page-6
<PAGE>
                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Colorado Springs, Colorado, on July 30, 2001.

                                            RAMTRON INTERNATIONALCORPORATION

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

                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints William W. Staunton III and Greg B. Jones, or
either of them, his attorneys-in-fact and agents, each with full power of
substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do so and
perform each an every act and thing requisite and necessary to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that either of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.

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

/S/ L. David Sikes             Chairman of the Board             7-30-01
---------------------------
L. David Sikes

/S/ William W. Staunton III    Director, Chief Executive         7-30-01
---------------------------    Officer
William W. Staunton III

/S/ Greg B. Jones              Director, President, Technology   7-30-01
---------------------------    Group
Greg B. Jones

/S/ William G. Howard
---------------------------    Director                          7-30-01
William G. Howard

/S/ Albert J. Hugo-Martinez
---------------------------    Director                          7-30-01
Albert J. Hugo-Martinez

/S/ Eric A. Balzer
---------------------------    Director                          7-30-01
Eric A. Balzer

/S/ Harald Eggers
---------------------------    Director                          7-30-01
Harald Eggers

/S/ Klaus Fleischmann
---------------------------    Director                          7-30-01
Klaus Fleischmann

/S/ LuAnn D. Hanson            Chief Financial Officer           7-30-01
---------------------------    and Vice President of Finance
LuAnn D. Hanson
                                  Page-7
<PAGE>
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{"company-data": {"conformed-name": "RAMTRON INTERNATIONAL CORP", "cik": "0000849502", "assigned-sic": "3674", "irs-number": "840962308", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66252", "film-number": "1692790"}, "business-address": {"street1": "1850 RAMTRON DR", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80921", "phone": "7194817000"}, "mail-address": {"street1": "1850 RAMTRON DR", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80921"}}
As filed with the Securities and Exchange Commission on July 30, 2001
                                                   Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                                    FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

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

            Delaware                                        84-0962308
------------------------------------------------------------------------------
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                    Identification Number)

    1850 Ramtron Drive, Colorado Springs, Colorado 80921   (719) 481-7000
------------------------------------------------------------------------------
   (Address, including zip code, and telephone number, including area code,
                      of registrant's principal executive offices)

                             1995 STOCK OPTION PLAN
------------------------------------------------------------------------------
                            (Full titles of the plans)

                              WILLIAM W. STAUNTON III
                              Chief Executive Officer
                         Ramtron International Corporation
                                1850 Ramtron Drive
                         Colorado Springs, Colorado 80921
                                  (719) 481-7000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copies to:
                              JOHN A. ST. CLAIR, ESQ.
                                 Coudert Brothers
                       950 Seventeenth Street, Suite 1800
                               Denver, Colorado  80202
                                (303) 607-0888

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

                                    Page-1
CALCULATION OF REGISTRATION FEE
==============================================================================
Title of             Amount of       Proposed         Proposed     Amount of
Securities         Shares to be      Maximum          Maximum     Registration
to be Registered    Registered    Offering Price      Aggregate        Fee
                                    Per Share      Offering Price
------------------------------------------------------------------------------
Common Stock
$.01 par value     2,000,000(1)(2)     $2.60(3)     $5,200,000(3)      $1,300

                                                                       ------
Total                                                                  $1,300
                                                                       ======
------------
(1)  Includes 2,000,000 shares of our Common Stock ("Common Stock") issuable
     upon the exercise of options granted or to be granted pursuant to our
     1995 Stock Option Plan, as amended.

(2)  Pursuant to Rule 416, there are also being registered such additional
     shares of Common Stock as may become issuable as a result of the
     antidilution provisions applicable to the options which are exercisable
     for the Common Stock registered hereunder.

(3)  Estimated pursuant to Rule 457(h) solely for the purpose of determining
     the amount of the registration fee based on the average of the high and
     low reported sale prices of a share of the Registrant's Common Stock as
     reported by The Nasdaq National Market on July 26, 2001 (i.e., $2.60).

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus prepared in accordance with Part I hereof also relates to shares of
Common Stock previously registered under Registration Statements on Form S-8
(Registration No. 333-122265, Registration No. 333-33554 and Registration
No. 333-60594).

                                  Page-2
Part I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified in
Rule 428(b)(1) and, in accordance with the instructions to Part I, are not
filed with the Commission as part of this Registration Statement.

Part II.   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3   Incorporation of Documents by Reference.

The following documents and information previously filed with the Securities
and Exchange Commission are hereby incorporated by reference in this
Registration Statement:

Item 3(a)   Our Annual Report on Form 10-K for the fiscal year ended
            December 31, 2000.

Item 3(b)   Our Quarterly Report on Form 10-Q for the three month period
            Ended March 31, 2001.

Item 3(c)   Current Report on Form 8-K filed with the Commission on
            April 9, 2001.

            Current Report on Form 8-K filed with the Commission on
            May 9, 2001.

            Current Report on Form 8-K filed with the Commission on
            June 8, 2001.

Item 3(d)   The description of our Common Stock contained in Item 11 of our
            Registration Statement on Form 10, as amended (Registration
            No. 0-17739), filed with the Commission on May 5, 1989 pursuant
            to Section 12 of the Securities Exchange Act of 1934 (the
            "Exchange Act"), including any amendment or report filed for the
            purpose of updating any such description.

            The description of our Series B Participating Preferred Stock
            purchase rights contained in our Registration Statement on
            Form 8-A, filed with the Commission on May 8, 2001 pursuant to
            Section 12 of the Exchange Act, including any amendment or report
            for the purpose of updating any such description.

All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.

Item 4   Description of Securities.

      Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

      Not Applicable.

                                  Page-3
Item 6.   Indemnification of Directors and Officers.

We have adopted provisions in our Certificate of Incorporation that limit the
liability of our directors to the fullest extent permitted by the Delaware
General Corporation Law for monetary damages arising from a breach of their
fiduciary duty as directors.  Such limitation does not affect such liability:
(i) for any breach of a director's duty of loyalty to Ramtron or its
stockholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) under Section 174
of the Delaware General Corporation Law; or (iv) for any transaction from
which a director derived an improper personal benefit.

Our Bylaws also provide that we shall indemnify our directors and officers to
the fullest extent permitted by Delaware law, including circumstances in which
indemnification is otherwise discretionary under Delaware law.  We also
maintain on behalf of our directors and officers insurance protection against
certain liabilities arising out of the discharge of their duties.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

Exhibit
Number
-------

5.1    Opinion of Coudert Brothers
10.1   1995 Stock Option Plan (1)
10.2   Amendment No. 1 to 1995 Stock Option Plan, dated October 26, 1996.(2)
10.3   Amendment No. 2 to 1995 Stock Option Plan, dated December 22, 1999.(3)
10.4   Amendment No. 3 to 1995 Stock Option Plan, dated July 25, 2000.(4)
10.5   Amendment No. 4 to 1995 Stock Option Plan, dated October 3, 2000.(4)
10.6   Amendment No. 5 to 1995 Stock Option Plan, dated May 31, 2001
23.1   Consent of Arthur Andersen LLP
23.2   Consent of Coudert Brothers (included in Exhibit 5.1)
24.1   Power of Attorney
------------

(1)  Incorporated by reference to our Registration Statement on Form S-1
     (Registration No. 33-99898), as filed with the Commission on
     December 1, 1995.

                                  Page-4
(2)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 1996 filed
     with the Commission on March 26, 1997.

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

(4)  Incorporated by reference to our Annual Report on Form 10-K
     (Commission File No. 0-17739) for the year ended December 31, 2000 filed
     with the Commission on March 30, 2001.

Item 9.   Undertakings.

Ramtron hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a
     post-effective amendment to this registration statement:

     (i)  To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

    (ii)  To reflect in the prospectus any facts or events arising after the
          effective date of this registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set
          forth in this registration statement.  Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of securities offered would not exceed
          that which was registered) and any deviation from the low or high
          end of the estimated maximum offering range may be reflected in the
          form of prospectus filed with the SEC pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in the effective
          registration statement;

   (iii)  To include any material information with respect to the plan of
          distribution not previously disclosed in the registration statement
          or any material change to such information in the registration
          statement;

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
          if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the SEC by Ramtron pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the registration statement.

                                  Page-5
(2)  That, for the purpose of determining any liability under the Securities
     Act, each post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     the offering.

(4)  That, for purposes of determining any liability under the Securities Act,
     each filing of the registrant's annual report pursuant to Section 13(a)
     or Section 15(d) (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) of the Exchange Act that is incorporated by
     reference in the registration statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to our directors, officers and controlling
     persons pursuant to the provisions described in Item 6 of this
     registration statement, or otherwise, we have been advised that in the
     opinion of the Commission such indemnification is against public policy
     as expressed in the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such liabilities (other than our
     payment of expenses incurred or paid by one of our directors, officers or
     controlling persons in the successful defense of any action, suit or
     proceeding) is asserted by such director, officer or controlling person
     in connection with the securities being registered, we will, unless in
     the opinion of our counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification is against public policy as expressed in the
     Act and will be governed by the final adjudication of such issue.

                                  Page-6
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Colorado Springs, Colorado, on July 30, 2001.

                                            RAMTRON INTERNATIONALCORPORATION

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

                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints William W. Staunton III and Greg B. Jones, or
either of them, his attorneys-in-fact and agents, each with full power of
substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do so and
perform each an every act and thing requisite and necessary to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that either of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.

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

/S/ L. David Sikes             Chairman of the Board             7-30-01
---------------------------
L. David Sikes

/S/ William W. Staunton III    Director, Chief Executive         7-30-01
---------------------------    Officer
William W. Staunton III

/S/ Greg B. Jones              Director, President, Technology   7-30-01
---------------------------    Group
Greg B. Jones

/S/ William G. Howard
---------------------------    Director                          7-30-01
William G. Howard

/S/ Albert J. Hugo-Martinez
---------------------------    Director                          7-30-01
Albert J. Hugo-Martinez

/S/ Eric A. Balzer
---------------------------    Director                          7-30-01
Eric A. Balzer

/S/ Harald Eggers
---------------------------    Director                          7-30-01
Harald Eggers

/S/ Klaus Fleischmann
---------------------------    Director                          7-30-01
Klaus Fleischmann

/S/ LuAnn D. Hanson            Chief Financial Officer           7-30-01
---------------------------    and Vice President of Finance
LuAnn D. Hanson
                                  Page-7