Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MOORING DAVID G
  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
__X__ Officer (give title below) _____ Other (specify below)
EXECUTIVE BOARD MEMBER
(Last)
(First)
(Middle)
4440 EL CAMINO REAL
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2006
(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 01/24/2006   M   100,000 A $ 4.86 680,622 D  
Common Stock 01/24/2006   S(1)   100,000 D $ 34.7341 580,622 D  
Common Stock 01/25/2006   M   8,333 A $ 8.637 588,955 D  
Common Stock 01/25/2006   S(1)   8,333 D $ 34.7804 580,622 D  
Common Stock 01/25/2006   M   91,667 A $ 4.86 672,289 D  
Common Stock 01/25/2006   S(1)   91,667 D $ 34.7804 580,622 D  
Common Stock 01/26/2006   M   100,000 A $ 8.637 680,622 D  
Common Stock 01/26/2006   S(1)   100,000 D $ 34.7527 580,622 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 05 $ 4.86 01/24/2006   M     100,000 10/31/2001(2) 08/23/2011 Common Stock 100,000 $ 0 166,667 D  
Employee Stock Option 05 $ 4.86 01/25/2006   M     91,667 10/31/2001(2) 08/23/2011 Common Stock 91,667 $ 0 75,000 D  
Employee Stock Option 07 $ 8.637 01/25/2006   M     8,333 10/31/2002(3) 11/21/2012 Common Stock 8,333 $ 0 285,001 D  
Employee Stock Option 07 $ 8.637 01/26/2006   M     100,000 10/31/2002(3) 11/21/2012 Common Stock 100,000 $ 0 185,001 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOORING DAVID G
4440 EL CAMINO REAL
LOS ALTOS, CA 94022
  X     EXECUTIVE BOARD MEMBER  

Signatures

 By: Raquel Peasley For: David Mooring   01/26/2006
**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 sale reported in this Form 4 is effective pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/22/2005.
(2) This option vests monthly and becomes fully vested on 9/30/2006.
(3) This option vests monthly and becomes fully vested on 9/30/2007.

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