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 * HUGHES HAROLD   2. Issuer Name and Ticker or Trading Symbol RAMBUS INC [RMBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RAMBUS INC, 4440 EL CAMINO REAL 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2008 (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

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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

Employee Stock Option

$ 19.86

02/01/2008

A

32,000

08/01/2008(1)

02/01/2012

Common Stock

32,000

$ 0

32,000

D

Restricted Stock Units

(2)

02/01/2008

A

24,000

(3)

(3)

Common Stock

24,000

$ 0

24,000

D

Restricted Stock Units

(2)

02/01/2008

A

24,000

(4)

(4)

Common Stock

24,000

$ 0

24,000

D

Restricted Stock Units

(2)

02/01/2008

A

24,000

(5)

(5)

Common Stock

24,000

$ 0

24,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HUGHES HAROLD C/O RAMBUS INC 4440 EL CAMINO REAL LOS ALTOS, CA 94022	X

Signatures

/s/Michael Leshkiw, by Power of Attorney		02/05/2008
**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)	The option vests at the rate of ten percent (10 %) of the option grant six months from the grant date of February 1, 2008, thereafter the remaining shares shall vest 1/60th in consecutive monthly installment until one hundred percent vested.
(2)	Each restricted stock unit represents a contingent right to receive one shares of common stock of Rambus Inc.
(3)	6,000 shares shall vest on February 1, 2009. Thereafter, the remaining shares shall vest in equal installments of 6,000 shares on each one- year anniversary or the first trading day after February 1.
(4)	Provided that the Company reports revenue for the fiscal year ending December 31, 2008 in an amount that exceeds a pre-determined target set by the Company's Compensation Committee the Performance RSUs vest 24,000 on February 2, 2009. If the Company reports revenue for the fiscal year ending December 31, 2008 in a pre-determined target range set by the Company's Compensation Committee 12,000 Performance RSUs will vest on February 1, 2009 and 12,000 Performance RSUs on February 2, 2010. In the event the Company does not meet the pre-determined target, the Performance RSUs shall forfeit one-hundred percent(100%). Vested shares will be delivered to the reporting person reasonably promptly after February, 2009 if the reporting person remains employed with the Company on that date.
(5)	Provided that the Company reports revenue for the fiscal year ending December 31, 2008 and signs significant patent or product licensing deals in an amount that exceeds a pre-determined target set by the Company's Compensation Committee, 24,000 Performance RSUs will vest on February 1, 2009. In the event the Company does not meet the pre-determined target, the Performance RSUs shall forfeit one-hundred percent(100%). Vested shares will be delivered to the reporting person reasonably promptly after February, 2009 if the reporting person remains employed with the Company on that date.

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