ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION:

Ramtron International Corporation (the "Company") reported today total revenue of $11.6 million for the third quarter of 2009, compared with $17.4 million reported for the same quarter of 2008. Third-quarter product revenue was $11.3 million, compared with product revenue of $17.1 million reported for the same quarter last year.

Third-quarter net income was $131,000, or $0.01 per share, compared with net income of $1.4 million, or $0.05 per share, for the same quarter a year earlier. Third-quarter 2009 results include a $40,000 restructuring charge related to restructuring and cost saving measures that were implemented in March of this year. The results for the third quarter also include non-cash, stock-based compensation expense of $376,000, and an income tax provision of $107,000.

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

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS:

On October 20, 2009, the Compensation Committee of the Board of Directors determined that the minimum net income target established under the 2007 Challenge Grants Program were not achievable and, as a result, the restricted stock awards, totaling 395,000 shares of common stock, granted to the Company's named executive officers were cancelled and returned to the status of authorized but unissued shares available for future issuance under the Company's 2005 Incentive Award Plan.