ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION:

Ramtron International Corporation ("Ramtron") reported today total revenue of $10.5 million for the first quarter of 2009, compared with $14.3 million reported for the same quarter of 2008. First quarter product revenue was $10.2 million, compared with product revenue of $13.9 million reported for the same quarter last year.

First-quarter net loss was $6.4 million, or $0.24 per share, compared with net income of $565,000, or $0.02 per share, for the same quarter a year earlier. First-quarter 2009 results include a restructuring expense of $459,000, and a non-cash impairment charge of $5.4 million related to restructuring and cost saving measures announced in March of this year. The results for the first quarter also include non-cash, stock-based compensation expense of $342,000, and an income tax benefit of $506,000.

The full text of the press release is attached as Exhibit 99.1 to this Form 8-K Current Report.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS:

(a) Financial Statements - Not Applicable
(b) Pro-Forma Financial Information - Not Applicable
(c) Shell Company Transactions - Not Applicable
(d) Exhibits:

99.1 Press Release dated May 7, 2009.