FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Schroeder Michael C   2. Issuer Name and Ticker or Trading Symbol RAMBUS INC [RMBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Human Resources (Last) (First) (Middle) 4440 EL CAMINO REAL 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2009 (Street) LOS ALTOS, CA 94022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/02/2009   M   1,500 A $ 0 24,000 (1) (2) (3) D   Common Stock 02/02/2009   F   645 D $ 8.55 23,355 D   Common Stock 02/02/2009   A   6,468 (3) (4) A $ 0 29,823 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 (3)

02/02/2009

M

1,500

02/02/2009

(5)

Common Stock

1,500

$ 0

0 (6)

D

Employee Stock Option (right to buy)

$ 8.55

02/02/2009

A

25,367

08/02/2009(7)

02/02/2019

Common Stock

25,367

$ 0

25,367

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schroeder Michael C 4440 EL CAMINO REAL LOS ALTOS, CA 94022			VP, Human Resources

Signatures

/s/Michael Leshkiw, by power of attorney		02/04/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 4,500 shares represented by restricted stock units ("RSUs"). These 4,500 RSUs reflect the balance of securities beneficially owned following the reported transaction in Table II, row 1 of this report on Form 4. The 4,500 RSUs vest in three equal annual installments beginning on February 1, 2010 or the first trading day after February 1. The initial RSU award was reported in Table II of Form 4 filed with the SEC on February 5, 2008.
(2)	Includes 18,000 RSUs previously reported in Table II of the Form 4 filed with the SEC on September 2, 2008. The 18,000 RSUs vest in four equal annual installments beginning on August 28, 2009.
(3)	Each RSU represents a contingent right to receive one share of Common Stock of Rambus Inc.
(4)	Shares are represented by RSUs. The RSUs vest in four equal annual installments beginning on February 2, 2010 or the first trading day after February 2.
(5)	Not applicable.
(6)	The balance of unvested RSUs beneficially owned following the reported transaction is 4,500 RSUs and is now being reported in Table 1, row 1 of this report on Form 4.
(7)	Ten percent of the shares subject to the option vest on August 2, 2009 and one fifty-fourth of the shares shall vest monthly thereafter.

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