SecProbe.io

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Mail Stop 0306

April 18, 2005

VIA U.S. MAIL AND FAX (719) 481-9294

Mr. Eric A. Balzer
Chief Financial Officer
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921

	Re:	Ramtron International Corporation
		Form 10-K for the year ended December 31, 2004

Dear Mr. Balzer:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents in future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Note 1. Organization and Summary of Significant Accounting
Policies

Revenue Recognition - Page F-9

1. We note your disclosure that "revenue from product sales to
direct
customers is recognized upon shipment as the Company generally
does
not have any post shipment obligations or allow for any acceptance
provisions and....." Please tell us and revise future filings to
describe those circumstances when revenue would be deferred and
recognized in the future. Also, tell us what types of post
shipment
obligations or acceptance provisions you may have and how you
account
for such obligations when they exist.

Stock-Based Compensation - Page F-11

2. In future filings please ensure your pro forma table is
presented
in accordance with paragraph 2(e)(c) of SFAS 148.  Your current
presentation does not show the stock based employee compensation
cost
included in the determination of net income as reported or the
stock
based employee compensation cost that would have been included in
the
determination of net income if the fair value based method had
been
applied to all awards.

Note 5. Long-Term Debt - Page F-15

3. We note that the value of the beneficial conversion feature is
amortized over the life of the debentures as a charge to interest
expense. In accordance with paragraph 9 of EITF 98-5 the value of
the
beneficial conversion feature should be amortized over the period
to
the earliest date at which the debentures are convertible.
Supplementally, and in future filings, tell us the earliest date
at
which the debentures are convertible. Confirm to us that your
accounting is in compliance with GAAP.

Note 11. Discontinued Operations -  Page F-24

4. We note that you have presented the operations of your
subsidiary,
Enhanced Memory Systems (EMS) as discontinued operations in 2004.
In
light of the fact you will continue to sell dynamic random access
memory (DRAM) products in the future, tell us supplementally how
you
met the criteria in paragraph 42 of SFAS 144 to report the results
of
EMS as discontinued operations.

Item 9A. Controls & Procedures - Page 50

5. Tell us supplementally and disclose in future filings in
greater
detail the specific steps that you have taken to remediate the
material weaknesses and whether management believes that the
material
weaknesses have been corrected.

* * * * * * * *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Julie Sherman, Staff Accountant, at (202)
824-
5506 or me at (202) 942-7903 if you have any questions regarding
these comments.

							Sincerely,

							Michele Gohlke
							Branch Chief

Mr. Eric A. Balzer
Ramtron International Corporation
April 18, 2005
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