THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE

OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT

THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND

APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER,

SALE OR TRANSFER.   SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE

SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, THIS WARRANT AND THE

SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION

WITH A BONAFIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS WARRANT OR ANY OF

THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARANT.



Warrant to Purchase                                Issue Date:  March 28, 2002

262,663  Shares



                          WARRANT TO PURCHASE COMMON STOCK



                                         of



                        RAMTRON INTERNATIONAL CORPORATION



THIS CERTIFIES that Infineon Technologies AG, a German stock corporation

("Infineon") or any subsequent holder hereof (the "Holder"), has the right to

purchase from RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the

"Company"), up to two hundred sixty-two thousand six hundred sixty-three

(262,663) fully paid and nonassessable shares of the Company's common stock,

par value $.01 per share (the "Common Stock"), subject to adjustment as

provided herein, at a price equal to the Exercise Price (as defined below), at

any time beginning on the date on which this Warrant is issued (the "Issue

Date") and ending at 5:00 p.m., New York time, on the date that is the fifth

(5th) anniversary of the Issue Date (the "Expiration Date").  This Warrant is

issued pursuant to the Securities Purchase Agreement, dated as of March 14,

2002, between the Company and Infineon (the "Securities Purchase Agreement").

Capitalized terms used herein and not otherwise defined shall have the

respective meanings set forth in the Securities Purchase Agreement.



1.  Exercise.



(a)  Right to Exercise; Exercise Price.  The Holder shall have the right to

     exercise this Warrant at any time and from time to time during the period

     beginning on the Issue Date and ending on the Expiration Date as to all or

     any part of the shares of Common Stock covered hereby (the "Warrant

     Shares").  The "Exercise Price" payable by the Holder in connection with

     the exercise of this Warrant shall be equal to $4.28 (subject to

     adjustment for the events specified in Section 6 below).





                                    Page-1



{PAGE}





(b)  Exercise Notice.  In order to exercise this Warrant, the Holder shall send

     by facsimile transmission, at any time prior to 7:00 p.m., New York time,

     on the Business Day on which the Holder wishes to effect such exercise

     (the "Exercise Date"), to the Company and to its designated transfer agent

     for the Common Stock (the "Transfer Agent") a copy of the notice of

     exercise in the form attached hereto as Exhibit A (the "Exercise Notice")

     stating the number of Warrant Shares as to which such exercise applies and

     the calculation therefor. The Holder shall thereafter deliver to the

     Company the original Exercise Notice, the original Warrant and, in the

     case of a Cash Exercise (as defined below), the Exercise Price.  In the

     case of a dispute as to the calculation of the Exercise Price or the

     number of Warrant Shares issuable hereunder (including, without

     limitation, the calculation of any adjustment pursuant to Section 6

     below), the Company shall promptly issue to the Holder the number of

     Warrant Shares that are not disputed and shall submit the disputed

     calculations to the Company's independent accountant of national

     recognition within two (2) Business Days following the date on which the

     Exercise Notice is delivered to the Company. The Company shall cause such

     accountant to calculate the Exercise Price and/or the number of Warrant

     Shares issuable hereunder and to notify the Company and the Holder of the

     results in writing no later than two (2) Business Days following the day

     on which such accountant received the disputed calculations (the "Dispute

     Procedure"). Such accountant's calculation shall be deemed conclusive

     absent manifest error.  The fees of any such accountant shall be borne by

     the party whose calculations were most at variance with those of such

     accountant.



(c)  Holder of Record.  The Holder shall, for all purposes, be deemed to have

     become the holder of record of the Warrant Shares specified in an Exercise

     Notice on the Exercise Date specified therein, irrespective of the date of

     delivery of such Warrant Shares.  Except as specifically provided herein,

     nothing in this Warrant shall be construed as conferring upon the Holder

     hereof any rights as a stockholder of the Company prior to the Exercise

     Date.



(d)  Cancellation of Warrant.  This Warrant shall be canceled upon its exercise

     and, if this Warrant is exercised in part, the Company shall, at the time

     that it delivers Warrant Shares to the Holder pursuant to such exercise as

     provided herein, issue a new warrant, and deliver to the Holder a

     certificate representing such new warrant, with terms identical in all

     respects to this Warrant (except that such new warrant shall be

     exercisable into the number of shares of Common Stock with respect to

     which this Warrant shall remain unexercised); provided, however, that the

     Holder shall be entitled to exercise all or any portion of such new

     warrant at any time following the time at which this Warrant is exercised,

     regardless of whether the Company has actually issued such new warrant or

     delivered to the Holder a certificate therefor.





                                    Page-2



{PAGE}





2.  Delivery of Warrant Shares Upon Exercise.  Upon receipt of an Exercise

Notice pursuant to paragraph 1 above, the Company shall, (A) in the case of a

Cashless Exercise (as defined below), no later than the close of business on

the third (3rd) Business Day following the Exercise Date set forth in such

Exercise Notice, (B) in the case of a Cash Exercise (as defined below) no later

than the close of business on the later to occur of (i) the third (3rd)

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