RAMTRON INTERNATIONAL CORPORATION RESALE RESTRICTION AGREEMENT

Exhibit 10.38
                     RAMTRON INTERNATIONAL CORPORATION
                       RESALE RESTRICTION AGREEMENT

This RESALE RESTRICTION AGREEMENT (the "Agreement") with respect to certain
stock option award agreements (the "Option Agreements") issued under the
Ramtron International Corporation 1995 Stock Option Plan (the "Plan") is made
by and between Ramtron International Corporation, a Delaware corporation (the
"Company"), and ------------- (the "Holder").

WHEREAS, the Holder has been granted one or more options (the "Options") to
acquire shares of common stock of the Company (the "Shares") in such
quantities and at the exercise prices set forth in Exhibit A hereto pursuant
to the Option Agreements;

WHEREAS, the Options are fully vested and exercisable by reason of an action
of the Company's Board of Directors effective December 30, 2005; and

WHEREAS, the Company and the Holder wish to impose certain resale
restrictions on the Shares subject to the Options on the terms and conditions
as contained herein.

NOW, THEREFORE, it is agreed as follows:

1.   This Agreement shall be effective as of December 30, 2005.

2.   The Holder acknowledges that he has reviewed this Agreement in full.

3.   The Holder represents and warrants that he has full power to enter into
this Agreement.

4.   The Holder agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of any Shares (or any interest in any
Shares) until the Shares have been r