1997 AMENDED AND RESTATED CREDIT AGREEMENT


          This 1997 Amended and Restated Credit Agreement (the
"Agreement") is entered into as of September 25, 1997 among
Gateway 2000, Inc., a Delaware corporation (the "Company"), the
several financial institutions from time to time party to this
Agreement (collectively, the "Banks"; individually, a "Bank"),
Norwest Bank Iowa, National Association as Issuing Bank and
Administrative Agent, and Bank of America National Trust and
Savings Association, as Documentation Agent for the Banks.

          WHEREAS, the Company, the banks party thereto, the
Administrative Agent and the Documentation Agent entered into a
Credit Agreement dated as of December 27, 1995, (as in effect as
of the date of this Agreement, the "1995 Credit Agreement");

          WHEREAS, Mellon Bank, N.A. and The First National Bank
of Chicago will each be executing this Agreement as a Bank and
from and after the Effective Date of this Agreement will each be
a Bank hereunder;

          WHEREAS, Nationsbank, N.A., PNC Bank, National
Association, NBD Bank, and Toronto Dominion (Texas) Inc. are
withdrawing from the 1995 Credit Agreement;

          WHEREAS, the parties hereto  (other than the banks
named in the immediately preceding WHEREAS clause) desire to
amend the 1995 Credit Agreement as set forth herein and to
restate the 1995 Credit Agreement in its entirety to read as set
forth in the 1995 Credit Agreement with the amendments specified
below;


          NOW, THEREFORE, for valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


1.   Definitions; References.

  (a)    Unless otherwise specifically defined herein, each term
used herein which is defined in the 1995 Credit Agreement shall
have the meaning assigned to such term in the 1995 Credit
Agreement.  The term "Notes" defined in the 1995 Credit Agreement
shall include from and after the date hereof the Notes delivered
under this Agreement.  The term "Agreement" defined in the 1995
Credit Agreement means, from and after the date hereof, this
Agreement.  The term "Banks" and each reference to a "Bank"
defined in the 1995 Credit Agreement means, from and after the
date hereof, the Banks and each Bank party to this Agreement.

  (b)    Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to
"this Agreement" and each other similar reference contained in
the 1995 Credit Agreement and in the other Loan Documents to the
1995 Credit Agreement shall from and after the date hereof refer
to the 1995 Credit Agreement as amended and restated hereby.


2.   Amendments to the 1995 Credit Agreement.

  (a)    Amendments to Article I of the 1995 Credit Agreement.

     (1)    The table in the definition of "Applicable Facility Fee"
is amended in its entirety to provide as follows:

    "Leverage Ratio                    Applicable FacilityFee

     less than 0.75 to 1.00                            0.1000%

     Greater than or equal to 0.75 to 1.00
     but less than or equal to 1.25 to 1.00            0.1350%

     Greater than 1.25 to 1.00                         0.1875%"

     (2)    The table in the definition of "Applicable Margin" is
amended in its entirety to provide as follows:

          "Leverage Ratio                     ApplicableMargin

     less than 0.75 to 1.00                       0.2250%

     Greater than or equal to 0.75 to 1.00
     but less than or equal to 1.25 to 1.00       0.2650%

     Greater than 1.25 to 1.00                    0.3625%"

     (3)    The definition of "Revolving Termination Date" is amended
in its entirety to provide as follows:

          "'Revolving Termination Date' means the earlier to
     occur of:
          (a)  September 25, 2000; and
          (b)  the date on which the Commitments otherwise
     terminate in accordance with the provisions of this
     Agreement."

  (b)    Amendment to Article II of the 1995 Credit Agreement.
Subsection 2.12(b) of the 1995 Credit Agreement is amended by
inserting "(1)" immediately prior to the text in such subsection
and inserting the following after such text:

               (2)  Notwithstanding any provision to the contrary
     contained in clause (1) of this subsection, the Company
     shall pay to the Administrative Agent on September 25, 1997
     the accrued facility fee calculated for the period ending on
     such date (but excluding such date), with the immediately
     following quarterly payment being calculated on the basis of
     the period from and including September 25, 1997 to such
     quarterly payment date.

  (c)    Amendment to Article III of the 1995 Credit Agreement.
Subsection 3.08(a) of the 1995 Credit Agreement is amended by
inserting "(1)" immediately prior to the text in such subsection
and inserting the following after such text:

               (2)  Notwithstanding any provision to the contrary
     contained in clause (1) of this subsection, the Company
     shall pay to the Administrative Agent on September 25, 1997
     the accrued letter of credit fee calculated for the period
     ending on such date (but excluding such date), with the
     following quarterly payment being calculated on the basis of
     the period from and including September 25, 1997 to such
     quarterly payment date.

  (d)    Amendments to Article VIII of the 1995 Credit Agreement.

     (1)    Subsection (g) of Section 8.04 is hereby amended by
replacing "$15,000,000" with "$25,000,000".

     (2)    Section 8.15 is amended in its entirety to provide as
follows:

     "8.15  Deliberately left blank."

  (e)    Amendment to Schedule 2.01 of the 1995 Credit Agreement.
Schedule 2.01 of the 1995 Credit Agreement is deleted in its
entirety and replaced with Schedule 2.01 of this Agreement.

  (f)    Amendment to Schedule 3.03 of the 1995 Credit Agreement.
Schedule 3.03 of the 1995 Credit Agreement is deleted in its
entirety and replaced with Schedule 3.03 of this Agreement.

3.     Representations and Warranties.  The Company hereby
represents and warrants to the Administrative Agent and the Banks
as follows:

  (a)    No Default or Event of Default has occurred and is
continuing.

  (b)    The execution, delivery and performance by the Company of
this Agreement and the 1995 Credit Agreement as amended and
restated by this Agreement have been duly authorized by all
necessary corporate and other action and do not and will not
require any registration with, consent or approval of, notice to
or action by, any Person (including any Governmental Authority)
in order to be effective and enforceable.  The 1995 Credit
Agreement as amended and restated by this Agreement and the Loan
Documents constitute the legal, valid and binding obligations of
the Company, enforceable against it in accordance with its
respective terms, without defense, counterclaim or offset.

  (c)    All representations and warranties of the Company
contained in the 1995 Credit Agreement are true and correct.

  (d)    The Company is entering into this Agreement on the basis
of its own investigation and for its own reasons, without
reliance upon the Administrative Agent, the Documentation Agent,
and the Banks or any other Person.


4.   Effective Date.

  (a)    This Agreement will become effective as of September 25,
1997 (the "Effective Date"), provided that each of the following
conditions precedent is satisfied on or before such date:

     (1)    The Documentation Agent shall have received:

          (A)  from the Company, each of the Banks, and each of
     the banks named in the third Whereas clause of this
     Agreement, a duly executed original (or, if elected by the
     Documentation Agent, an executed facsimile copy) of this
     Agreement; and
          
          (B)  from the Company, executed Committed Loan Notes
     for each Bank substantially in the form of Exhibit I to the
     1995 Credit Agreement and dated the Effective Date; and
          
          (C)  from the Company, executed Bid Loan Notes for each
     Bank requesting such Note substantially in the form of
     Exhibit J to the 1995 Credit Agreement and dated the
     Effective Date.

The Administrative Agent shall ask each of the Banks to return
the notes received under the 1995 Credit Agreement to the
Administrative Agent.  Upon receipt of such notes, the
Administrative Agent shall mark such notes "Superseded" and
return such Notes to the Company.

     (2)    The Documentation Agent shall have received from the
Company a copy of a resolution passed by the board of directors
of the Company, certified by the Secretary or an Assistant
Secretary of such corporation as being in full force and effect
on the date hereof, authorizing the execution, delivery and
performance of this Agreement.

     (3)    The Documentation Agent shall have received an opinion of
the general counsel of the Company, dated the Effective Date, and
addressed to the Documentation Agent, the Administrative Agent
and the Banks, substantially in the form of Exhibit G of the 1995
Credit Agreement with appropriate changes to refer to this
Agreement.

     (4)    The Documentation Agent shall have received all other
documents it may reasonably request relating to any matters
relevant hereto, all in form and substance satisfactory to the
Documentation Agent.

     (5)    The Documentation Agent shall have received evidence,
satisfactory to it, that the Administrative Agent has been paid,
for the account of the banks entitled thereto:
                 (a)  all letter of credit and facility fees due
and payable under the 1995 Credit Agreement; and
                 (b)  all other sums then due and payable under
the 1995 Credit Agreement.

     (6)    The Documentation Agent shall have received certification
from the Administrative Agent that there are no outstanding Loans
and no unreimbursed drawings under the Letters of Credit
outstanding under the 1995 Credit Agreement.

  (b)    From and after the Effective Date, the 1995 Credit
Agreement is amended as set forth herein and is restated in its
entirety to read as set forth in the 1995 Credit Agreement with
the amendments specified herein.


5.   Release of Banks.  The Company hereby (a) releases each of
Nationsbank, N.A.; PNC Bank, National Association, NBD Bank, and
Toronto Dominion (Texas) Inc. from its respective commitment to
extend credit under the 1995 Credit Agreement and (b)
acknowledges and agrees that its indemnification obligations to
these banks under the 1995 Credit Agreement survives such
termination.


6.   Miscellaneous.

  (a)    This Agreement shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective
successors and assigns.

  (b)    This Agreement shall be governed by and construed in
accordance with the law of the State of New York.

  (c)    Each Bank executing this Agreement consents to, concurs,
approves, accepts, and is satisfied with each document or other
written material sent by the Documentation Agent to such Bank for
consent, concurrence, approval, acceptance, and satisfaction.

  (d)    Each Bank agrees to return to the Administrative Agent the
Committed Loan Note it received under the 1995 Credit Agreement.

  (e)    This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all
such counterparts together shall constitute but one and the same
instrument.  Each of the parties hereto understands and agrees
that this document (and any other document required herein) may
be delivered by any party thereto either in the form of an
executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy
original, and that receipt by the Documentation Agent of a
facsimile transmitted document purportedly bearing the signature
of a Bank or the Company shall bind such Bank or the Company,
respectively, with the same force and effect as the delivery of a
hard copy original.  Any failure by the Documentation Agent to
receive the hard copy executed original of such document shall
not diminish the binding effect of receipt of the facsimile
transmitted executed original of such document of the party whose
hard copy page was not received by the Documentation Agent.  This
Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the
parties and are the product of all the parties. BofA, as
Documentation Agent, shall not have any right, power, obligation,
liability, responsibility or duty under this Agreement other than
those applicable to all Banks as such.  Without limiting the
foregoing, BofA shall not have or be deemed to have any fiduciary
relationship with the Administrative Agent or any Bank.  Each
Bank acknowledges that it has not relied, and will not rely, on
BofA in deciding to enter into this Agreement or in taking or not
taking action hereunder.


     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.


GATEWAY 2000, INC.

By: /s/David J. McKittrick
Name: David J. McKittrick
Title:Senior Vice President, Chief Financial Officer and Treasurer



NORWEST BANK IOWA, NATIONAL
ASSOCIATION, as Administrative Agent,
Issuing Bank and a Bank

By: /s/John Wagner
Name: John Wagner
Title: Vice President



BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
as Documentation Agent and as a Bank

By: /s/Kevin McMahon
Name: Kevin McMahon
Title: Managing Director



THE BANK OF NOVA SCOTIA

By:/s/F.C.H. Ashby
Name:F.C.H. Ashby
Title: Senior Manager Loan Operations



FLEET NATIONAL BANK (formerly known as
Fleet National Bank of Massachusetts)

By:/s/Frank Beneth
Name: Frank Beneth
Title: Vice President



MELLON BANK, N.A.

By:/s/Christine Plumb
Name: Christine Plumb
Title: Vice President



THE FIRST NATIONAL BANK OF CHICAGO

By: /s/Thomas A. Levasseur
Name: Thomas A. Levasseur
Title: Vice President



UMB BANK, N.A.

By:/s/Terry Dierks
Name: Terry Dierks
Title: Senior Vice President



ABN-AMRO Bank, N.V.

By: /s/John E. Robertson
Name: John E. Robertson
Title: Vice President



BANQUE NATIONALE DE PARIS - CHICAGO BRANCH

By: /s/Arnaud Collin du Bocage
Name: Arnaud Collin du Bocage
Title: Executive Vice President & General Manager



DEUTSCHE BANK AG

By: /s/Belinda J. Wheeler
Name: Belinda J. Wheeler
Title: Vice President



THE FUJI BANK, LIMITED

By: /s/Peter L. Chinnici
Name: Peter L. Chinnici
Title: Joint General Manager

September 25, 1997


Each of the undersigned banks acknowledges and agrees that:

     (a)  Such bank is withdrawing from the 1995 Credit
Agreement;

     (b)  All principal, interest, and fees due to such bank
under the 1995 Credit Agreement have been paid in full; and

     (c)  Such bank's obligations to the Administrative Agent
under Sections 10.07 and 10.10 of the 1995 Credit Agreement
arising prior to September 25, 1997 remain in full force and
effect.

Each of the undersigned banks agrees to return to the
Administrative Agent the Notes such Bank has received under the
1995 Credit Agreement and authorizes the Administrative Agent to
mark such Note "Cancelled" and return such Note to the Company.

Each of the undersigned banks owns a risk participation (a "Risk
Participation") in each of the Letters of Credit outstanding
under the 1995 Credit Agreement.  Each of the undersigned banks
hereby assigns, without recourse, to each of the Banks listed in
Schedule 2.01 of the foregoing 1997 Amended and Restated Credit
Agreement (the "1997 Agreement") an undivided participation
interest in the assigning bank's Risk Participation.  The
assigned participation interest in each such Risk Participation
shall be a percentage such that each of such assignee Bank's risk
participation in the Letters of Credit is equal to the percentage
set forth as such Bank's Pro Rata Share in such Schedule 2.01.

Each of the undersigned banks acknowledges and agrees that as a
result of the foregoing assignments such bank shall no longer
have a Risk Participation in the Letters of Credit outstanding
under the 1995 Agreement and the 1997 Agreement, and from and
after
September 25, 1997, each of the undersigned banks shall no longer
be entitled to facility fees and letter of credit fees accruing
from and after September 25, 1997 under the 1995 Agreement and
the 1997 Agreement.



NATIONSBANK, N.A.

By: /s/Sharon M. Ellis
Name: Sharon M. Ellis
Title: Vice President



NBD BANK

By: /s/Thomas A. Levasseur
Name: Thomas A. Levassuer
Title: Vice President



PNC BANK, NATIONAL ASSOCIATION


By:/s/James A. Wiehe
Name: James A. Wiehe
Title: Assistant Vice President



TORONTO DOMINION (TEXAS), INC.

By:/s/Dylan T. Mackenzie
Name: Dylan T. Mackenzie
Title: Managing Director

                          SCHEDULE 2.01
                                
                           Commitments


        Banks                    Commitment        Pro Rata Share


Norwest Bank Iowa, National     $31,000,000         13.777777777%
   Association
Bank of America National Trust
   and Savings Association      $31,000,000         13.777777777%

The Bank of Nova Scotia         $20,000,000          8.888888889%

Fleet National Bank             $20,000,000          8.888888889%

Mellon Bank, N.A.               $20,000,000          8.888888889%

The First National Bank of      $20,000,000          8.888888889%
Chicago
UMB Bank, N.A.                  $20,000,000          8.888888889%

ABN AMRO Bank N.V.              $18,000,000          8.000000000%

Banque Nationale de Paris -
Chicago Branch                  $15,000,000          6.666666667%

Deutsche Bank AG                $15,000,000          6.666666667%

The Fuji Bank, Limited          $15,000,000          6.666666667%

   TOTAL                       $225,000,000        100.000000000%



                          SCHEDULE 3.03
                                
               Existing Norwest Letters of Credit



BENEFICIARY              LOC#      AMOUNT    ISSUE DATE MATURITY

South Dakota Board of
Economic Development*  S300261  $1,592,769.00 9-29-93   9-30-98

South Dakota Board of
Economic Development** S300324  $767,580.00    4-1-94   9-30-98

The Federal Insurance S300258  $2,000,000.00  10-30-97  10-30-97
Company***
____________________________

*  It is a condition of this letter of credit that it is
   automatically extended without amendment in one year
   increments, until 9-30-98.

** It is a condition of this letter of credit that it is
   automatically extended without amendment in one year
   increments, until 9-30-98.

***It is a condition of this letter of credit that it will be
   automatically extended for an additional year to 10/30/98.


                       COMMITTED LOAN NOTE



$31,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for Norwest Bank Iowa, National Association (the "Bank"),
the principal sum of THIRTY ONE MILLION DOLLARS ($31,000,000) or,
if less, the aggregate unpaid principal amount of all Committed
Loans made by the Bank to the Company pursuant to the 1997
Amended and Restated Credit Agreement dated as of September 25,
1997 (as extended, renewed, amended or restated from time to
time, the "Credit Agreement") among the Company, certain Banks
which are signatories thereto, including the Bank, Norwest Bank
Iowa, National Association, as Administrative Agent and Issuing
Bank, and Bank of America National Trust and Savings Association,
as Documentation Agent, on the dates and in the amounts and as
otherwise provided in the Credit Agreement.  The Company further
promises to pay interest on the unpaid principal amount of the
Committed Loans evidenced hereby from time to time at the rates,
on the dates, and otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By: /s/David J. McKittrick
                                   
                                
                                Title: Senior Vice President, Chief Financial
                                       Officer and Treasurer 
                                

                       COMMITTED LOAN NOTE



$31,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for Bank Of America National Trust And Savings Association
(the "Bank"), the principal sum of THIRTY ONE MILLION DOLLARS
($31,000,000) or, if less, the aggregate unpaid principal amount
of all Committed Loans made by the Bank to the Company pursuant
to the 1997 Amended and Restated Credit Agreement dated as of
September 25, 1997 (as extended, renewed, amended or restated
from time to time, the "Credit Agreement") among the Company,
certain Banks which are signatories thereto, including the Bank,
Norwest Bank Iowa, National Association, as Administrative Agent
and Issuing Bank, and Bank of America National Trust and Savings
Association, as Documentation Agent, on the dates and in the
amounts and as otherwise provided in the Credit Agreement.  The
Company further promises to pay interest on the unpaid principal
amount of the Committed Loans evidenced hereby from time to time
at the rates, on the dates, and otherwise as provided in the
Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                                
                                
                                Title: Senior Vice President, Chief Financial
                                       Officer and Treasurer
                                

                       COMMITTED LOAN NOTE



$20,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for The Bank of Nova Scotia (the "Bank"), the principal sum
of TWENTY MILLION DOLLARS ($20,000,000) or, if less, the
aggregate unpaid principal amount of all Committed Loans made by
the Bank to the Company pursuant to the 1997 Amended and Restated
Credit Agreement dated as of September 25, 1997 (as extended,
renewed, amended or restated from time to time, the "Credit
Agreement") among the Company, certain Banks which are
signatories thereto, including the Bank, Norwest Bank Iowa,
National Association, as Administrative Agent and Issuing Bank,
and Bank of America National Trust and Savings Association, as
Documentation Agent, on the dates and in the amounts and as
otherwise provided in the Credit Agreement.  The Company further
promises to pay interest on the unpaid principal amount of the
Committed Loans evidenced hereby from time to time at the rates,
on the dates, and otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                               
                                
                                Title: Senior Vice President, Chief Financial
                                       Officer and Treasurer
                               

                       COMMITTED LOAN NOTE



$20,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for Fleet National Bank (the "Bank"), the principal sum of
TWENTY MILLION DOLLARS ($20,000,000) or, if less, the aggregate
unpaid principal amount of all Committed Loans made by the Bank
to the Company pursuant to the 1997 Amended and Restated Credit
Agreement dated as of September 25, 1997 (as extended, renewed,
amended or restated from time to time, the "Credit Agreement")
among the Company, certain Banks which are signatories thereto,
including the Bank, Norwest Bank Iowa, National Association, as
Administrative Agent and Issuing Bank, and Bank of America
National Trust and Savings Association, as Documentation Agent,
on the dates and in the amounts and as otherwise provided in the
Credit Agreement.  The Company further promises to pay interest
on the unpaid principal amount of the Committed Loans evidenced
hereby from time to time at the rates, on the dates, and
otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                                
                                
                                Title:Senior Vice President, Chief Financial
                                      Officer and Treasurer
         

                       COMMITTED LOAN NOTE



$20,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for Mellon Bank, N.A. (the "Bank"), the principal sum of
TWENTY MILLION DOLLARS ($20,000,000) or, if less, the aggregate
unpaid principal amount of all Committed Loans made by the Bank
to the Company pursuant to the 1997 Amended and Restated Credit
Agreement dated as of September 25, 1997 (as extended, renewed,
amended or restated from time to time, the "Credit Agreement")
among the Company, certain Banks which are signatories thereto,
including the Bank, Norwest Bank Iowa, National Association, as
Administrative Agent and Issuing Bank, and Bank of America
National Trust and Savings Association, as Documentation Agent,
on the dates and in the amounts and as otherwise provided in the
Credit Agreement.  The Company further promises to pay interest
on the unpaid principal amount of the Committed Loans evidenced
hereby from time to time at the rates, on the dates, and
otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                                
                                
                                Title:Senior Vice President, Chief Financial
                                      Officer and Treasurer
                              

                       COMMITTED LOAN NOTE



$20,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for The First National Bank of Chicago (the "Bank"), the
principal sum of TWENTY MILLION DOLLARS ($20,000,000) or, if
less, the aggregate unpaid principal amount of all Committed
Loans made by the Bank to the Company pursuant to the 1997
Amended and Restated Credit Agreement dated as of September 25,
1997 (as extended, renewed, amended or restated from time to
time, the "Credit Agreement") among the Company, certain Banks
which are signatories thereto, including the Bank, Norwest Bank
Iowa, National Association, as Administrative Agent and Issuing
Bank, and Bank of America National Trust and Savings Association,
as Documentation Agent, on the dates and in the amounts and as
otherwise provided in the Credit Agreement.  The Company further
promises to pay interest on the unpaid principal amount of the
Committed Loans evidenced hereby from time to time at the rates,
on the dates, and otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                               
                                
                                Title:Senior Vice President, Chief Financial
                                      Officer and Treasurer
                               

                       COMMITTED LOAN NOTE



$20,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for UMB Bank, N.A. (the "Bank"), the principal sum of
TWENTY MILLION DOLLARS ($20,000,000) or, if less, the aggregate
unpaid principal amount of all Committed Loans made by the Bank
to the Company pursuant to the 1997 Amended and Restated Credit
Agreement dated as of September 25, 1997 (as extended, renewed,
amended or restated from time to time, the "Credit Agreement")
among the Company, certain Banks which are signatories thereto,
including the Bank, Norwest Bank Iowa, National Association, as
Administrative Agent and Issuing Bank, and Bank of America
National Trust and Savings Association, as Documentation Agent,
on the dates and in the amounts and as otherwise provided in the
Credit Agreement.  The Company further promises to pay interest
on the unpaid principal amount of the Committed Loans evidenced
hereby from time to time at the rates, on the dates, and
otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                                
                                
                                Title:Senior Vice President,Chief Financial
                                      Officer and Treasurer

                       COMMITTED LOAN NOTE



$18,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for ABN AMRO Bank N.V. (the "Bank"), the principal sum of
EIGHTEEN MILLION DOLLARS ($18,000,000) or, if less, the aggregate
unpaid principal amount of all Committed Loans made by the Bank
to the Company pursuant to the 1997 Amended and Restated Credit
Agreement dated as of September 25, 1997 (as extended, renewed,
amended or restated from time to time, the "Credit Agreement")
among the Company, certain Banks which are signatories thereto,
including the Bank, Norwest Bank Iowa, National Association, as
Administrative Agent and Issuing Bank, and Bank of America
National Trust and Savings Association, as Documentation Agent,
on the dates and in the amounts and as otherwise provided in the
Credit Agreement.  The Company further promises to pay interest
on the unpaid principal amount of the Committed Loans evidenced
hereby from time to time at the rates, on the dates, and
otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                               
                                
                                Title:Senior Vice President, Chief Financial
                                      Officer and Treasurer

                       COMMITTED LOAN NOTE



$15,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for Banque Nationale de Paris - Chicago Branch (the
"Bank"), the principal sum of FIFTEEN MILLION DOLLARS
($15,000,000) or, if less, the aggregate unpaid principal amount
of all Committed Loans made by the Bank to the Company pursuant
to the 1997 Amended and Restated Credit Agreement dated as of
September 25, 1997 (as extended, renewed, amended or restated
from time to time, the "Credit Agreement") among the Company,
certain Banks which are signatories thereto, including the Bank,
Norwest Bank Iowa, National Association, as Administrative Agent
and Issuing Bank, and Bank of America National Trust and Savings
Association, as Documentation Agent, on the dates and in the
amounts and as otherwise provided in the Credit Agreement.  The
Company further promises to pay interest on the unpaid principal
amount of the Committed Loans evidenced hereby from time to time
at the rates, on the dates, and otherwise as provided in the
Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                               
                                
                                Title:Senior Vice President, Chief Financial
                                      Officer and Treasurer

                       COMMITTED LOAN NOTE



$15,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for Deutsche Bank AG (the "Bank"), the principal sum of
FIFTEEN MILLION DOLLARS ($15,000,000) or, if less, the aggregate
unpaid principal amount of all Committed Loans made by the Bank
to the Company pursuant to the 1997 Amended and Restated Credit
Agreement dated as of September 25, 1997 (as extended, renewed,
amended or restated from time to time, the "Credit Agreement")
among the Company, certain Banks which are signatories thereto,
including the Bank, Norwest Bank Iowa, National Association, as
Administrative Agent and Issuing Bank, and Bank of America
National Trust and Savings Association, as Documentation Agent,
on the dates and in the amounts and as otherwise provided in the
Credit Agreement.  The Company further promises to pay interest
on the unpaid principal amount of the Committed Loans evidenced
hereby from time to time at the rates, on the dates, and
otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                               
                                
                                Title:Senior Vice President, Chief Financial
                                      Officer and Treasurer

                       COMMITTED LOAN NOTE



$15,000,000                                    September 25, 1997


     FOR VALUE RECEIVED, the undersigned, Gateway 2000, Inc., a
Delaware corporation (the "Company"), hereby promises to pay to
the order of NORWEST BANK IOWA, NATIONAL ASSOCIATION, as
Administrative Agent pursuant to the Credit Agreement referred to
below for The Fuji Bank, Limited (the "Bank"), the principal sum
of FIFTEEN MILLION DOLLARS ($15,000,000) or, if less, the
aggregate unpaid principal amount of all Committed Loans made by
the Bank to the Company pursuant to the 1997 Amended and Restated
Credit Agreement dated as of September 25, 1997 (as extended,
renewed, amended or restated from time to time, the "Credit
Agreement") among the Company, certain Banks which are
signatories thereto, including the Bank, Norwest Bank Iowa,
National Association, as Administrative Agent and Issuing Bank,
and Bank of America National Trust and Savings Association, as
Documentation Agent, on the dates and in the amounts and as
otherwise provided in the Credit Agreement.  The Company further
promises to pay interest on the unpaid principal amount of the
Committed Loans evidenced hereby from time to time at the rates,
on the dates, and otherwise as provided in the Credit Agreement.

     The Bank is authorized to endorse the amount and the date on
which each Committed Loan is made, the maturity date therefor and
each payment of principal with respect thereto on the schedules
annexed hereto and made a part hereof, or on continuations
thereof which may be attached hereto and shall be made a part
hereof; provided, that any failure to endorse such information on
such schedule or continuation thereof shall not in any manner
affect any obligation of the Company under the Credit Agreement
and this Promissory Note (the "Note").  Terms defined in the
Credit Agreement are used herein with their defined meanings
therein unless otherwise defined herein.

     This Note is one of the Committed Loan Notes referred to in,
is made pursuant to, and is entitled to the benefits of, the
Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for prepayments
on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     Advances under this Note, to the total principal sum stated
above,  may be made by the holder as provided in the Credit
Agreement.  Any such advance shall be conclusively presumed to
have been made to or for the benefit of the Company when the
Administrative Agent or the Bank believes in good faith that a
Borrowing has been requested by a Person authorized by the
Company to make such request or when such advance is deposited to
the credit of any account of the Company with the Administrative
Agent or the Bank, regardless of the fact that Persons other than
those authorized to request Borrowings may have authority to draw
against such account.

     This Note shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York
applicable to contracts made and to be performed entirely within
such State.


                                GATEWAY 2000, INC.
                                
                                
                                By:/s/David J. McKittrick
                              
                                
                                Title:Senior Vice President, Chief Financial
                                      Officer and Treasurer