Exhibit No. 10.20


                       Gateway 2000, Inc.
          1996 Non-Employee Directors Stock Option Plan
                           As Amended
     
     1.  Purpose.  The purpose of the 1996 Non-Employee Directors
Stock  Option  Plan (the "Plan") is to attract and retain  highly
qualified  people  who are not employees of  Gateway  2000,  Inc.
(the  "Company")  or any of its subsidiaries  to  serve  as  Non-
Employee  Directors of the Company, and to encourage Non-Employee
Directors to own shares of the Company's Common Stock,  $.01  par
value (the "Common Stock").
     
     2.   Administration.  Grants of Options under the Plan shall
be  automatic as provided in Section 5.1 below.  All questions of
interpretation  of  the Plan or of any options  issued  hereunder
shall be determined by a committee (the "Compensation Committee")
consisting  of  two or more members appointed  by  the  Board  of
Directors of the Company (the "Board").
     
     3.   Eligibility.  Only a member of the Board who is not  an
employee  of  the  Company or any of its  subsidiaries  (a  "Non-
Employee Director") shall be eligible to participate in the Plan.
     
     4.  Shares Available for Options.
     
          4.1.   Available Shares.  "Option" shall mean an option
granted  under  the  provisions of Section  5  of  this  Plan  to
purchase  Common Stock.  "Date of Grant" shall mean the  date  of
grant  of  an  Option.  The Company intends  that  Options  shall
constitute  non-qualified stock options [and not incentive  stock
options within the meaning of Section 422 of the Internal Revenue
Code  of  1986, as amended (the "Code")].  Subject to  adjustment
under Section 4.2 below, Options may be granted under the Plan in
respect  of a maximum of 600,000 shares of Common Stock.   Shares
subject to an Option that expires or terminates unexercised shall
again  be available for Options hereunder to the extent  of  such
expiration  or  termination.  Shares issued under  the  Plan  may
consist in whole or in part of authorized but unissued shares  or
treasury shares.
     
          4.2.  Adjustments.  In the event of any stock dividend,
stock    split,    recapitalization,   reorganization,    merger,
consolidation, combination or exchange of shares,  or  any  other
similar   change  affecting  the  Common  Stock,  an  appropriate
adjustment to reflect any such change shall be made in the  total
number and class of shares for which Options may be granted,  the
number  and class of shares and the price per share of any Option
theretofore granted to the extent unexercised and the number  and
class  of  shares  for which Options shall  be  granted  to  Non-
Employee Directors pursuant to Section 5.1.1.
     
     5.  Stock Options.  Each Option granted under the Plan shall
be  evidenced  by  a  written  agreement  in  such  form  as  the
Compensation  Committee shall approve and  shall  be  subject  to
Section 4 and the following terms and conditions:
     
          5.1.   Automatic  Awards.  Awards of Options  shall  be
made automatically to Non-Employee Directors as follows:
     
               5.1.1.  Initial Awards.  Each individual who was a
Non-Employee  Director  on  December  31,  1995  shall,  on   the
effective  date, be granted an Option for the purchase of  24,000
shares  of  Common Stock.  Each individual who was not  a  Non-Em
ployee  Director on December 31, 1995 but who is  a  Non-Employee
Director  on the day preceding the effective date shall,  on  the
effective  date, be granted an Option for the purchase of  12,000
shares of Common Stock.
     
               5.1.2.  Annual Awards.  Each Non-Employee Director
shall  be granted an Option for the purchase of 12,000 shares  of
Common  Stock immediately following each annual meeting following
the  effective  date, provided the individual is  a  Non-Employee
Director on the Date of Grant.
     
          5.2.   Apportionment of Shares.  The  automatic  awards
specified  in Section 5.1 shall be made in the amounts  specified
in  Section  5.1  only if the number of shares  of  Common  Stock
available  to  be  issued, transferred or exercised  pursuant  to
awards  under the Plan as calculated in Section 4.1 is sufficient
to  make all automatic awards required to be made by Section  5.1
on  the  respective Dates of Grant.  If the number of  shares  of
Common  Stock available to be issued or transferred  pursuant  to
awards  under  the  Plan on any Date of  Grant  of  one  or  more
automatic awards is insufficient to permit the grant of all  such
awards,  the  Common  Stock available under  the  Plan  shall  be
proportionally allocated between such awards, and the  number  of
shares  so allocated to each award shall be the number of  shares
granted.
     
          5.3.   Terms  and Conditions of Automatic  Award.   The
following  terms  and conditions shall apply to automatic  awards
made pursuant to Section 5.1:
     
               5.3.1.   Initial Awards.  With respect  to  Option
awards granted pursuant Section 5.1.1: (1) the exercise price for
each  share  of Common Stock subject to the Option shall  be  the
Fair Market Value of a share of Common Stock on the Date of Grant
of  such  Option;  (2) the Option shall become  100%  vested  and
exercisable  at  midnight, Central Time, of the  day  before  the
first anniversary of the Date of Grant of such Option so long  as
the Non-Employee Director remains a director of the Company after
the  Date  of  Grant through such time; and (3) the Option  shall
terminate on the earliest of (i) midnight, Central Time,  of  the
day   before  the  tenth  anniversary  of  the  Date  of   Grant,
(ii)  midnight, Central Time, on the ninetieth day after the date
on  which the Holder ceases to be a Non-Employee Director for any
reason  other than the reasons specified in the following  clause
(iii),  or  (iii) midnight, Central Time, of the day  before  the
first  anniversary of the date the Holder ceases  to  be  a  Non-
Employee Director because of death or permanent disability.
     
               5.3.2.   Annual  Awards.  With respect  to  Option
awards granted pursuant to Section 5.1.2: (1) the exercise  price
for each share of Common Stock subject to the Option shall be the
Fair Market Value of a share of Common Stock on the Date of Grant
of   such  Option;  (2)  the  Option  shall  become  vested   and
exercisable  with  respect to one-third of the number  of  shares
subject  thereto (provided, that any fractional  share  shall  be
rounded  up to a whole share) at midnight, Central Time,  of  the
day  before each of the first three anniversaries of the Date  of
Grant so long as the Non-Employee Director remains a Non-Employee
Director  of  the  Company after the Date of Grant  through  such
times;  and  (3)  the Option shall terminate on the  earliest  of
(i)   midnight,  Central  Time,  of  the  day  before  the  tenth
anniversary of the Date of Grant, (ii) midnight, Central Time, on
the ninetieth day after the date on which the Holder ceases to be
a director for any reason other than the reasons specified in the
following clause (iii), or (iii) midnight, Central Time,  of  the
day before the first anniversary of the date the Holder ceases to
be a director because of death or permanent disability.
     
          5.4.   Exercise  of  Options.  An  option,  or  portion
thereof,  shall be exercised by delivery of a written  notice  of
exercise to the Secretary of the Company and payment of the  full
purchase  price  (the  "Exercise Price")  for  the  shares  being
purchased pursuant to the Option.  The Exercise Price may be paid
in cash, in shares of Common Stock already owned for at least six
months  (or  for less than six months if approved  by  the  Chief
Executive  Officer  of the Company) by the Non-Employee  Director
who is granted an Option (including any other person entitled  to
exercise  the  Option, the "Optionee") and to which the  Optionee
has good title, free and clear of all liens and encumbrances,  or
partly  in  cash  and  partly in such  shares  of  Common  Stock;
provided  that, the method of paying the Exercise Price shall  be
in  compliance with Section 16 of the Securities Exchange Act  of
1934,  as  amended  (the  "Exchange  Act")  and  the  rules   and
regulations thereunder.  The value of shares delivered in payment
of  the Exercise Price shall be their Fair Market Value as of the
date of exercise of the Option.  Payments in cash may be made  by
the  delivery  of  a check payable to the order of  the  Company.
Subject  to Section 6, below, upon receipt of notice and payment,
the  Company shall promptly issue and deliver to the Optionee (or
other  person  entitled to exercise the Option) a certificate  or
certificates for the number of shares as to which the exercise is
made.   An  Option may not be exercised for fractional shares  of
Common Stock.
     
          5.5.   Termination of Service.  Each Option  terminates
ten  years from the date of grant or, if earlier, (1) three years
after  the  initial grantee of the Option (the "Grantee")  ceases
service  as  a  Director  for  any reason  other  than  death  or
disability, if the Grantee served for six years or more;  (2)  90
days  after  the  Grantee ceases service as a  Director  for  any
reason  other  than death or disability, if the Grantee  did  not
serve  for  six years or more; or (3) one year after the  Grantee
ceases  service as a Director as a result of death or disability.
The  rights  of  the Grantee may be exercised  by  the  Grantee's
guardian  or  legal representative in the case of  disability  or
death.
     
          5.6.     Fair  Market Value.  "Fair Market Value,"  for
             all purposes under the Plan, shall mean the
closing price of a share of Common Stock as reported daily in The
Wall  Street Journal or similar, readily available public  source
for  the date in question.  If no sales of shares of Common Stock
were  made  on such date, the closing price of a share of  Common
Stock as reported for the preceding day on which a sale of shares
of Common Stock occurred shall be used.

          5.7      Acceleration   and   Settlement   of   Awards.
            Notwithstanding anything herein to the contrary, in
the  event of a Change in Control (as described below), effective
with  such  Change in Control, outstanding options that  are  not
exercisable  on the date preceding such Change in  Control  shall
become  exercisable in full.  Upon a Change of Control  described
in  (iii) below, all outstanding options shall represent a  right
to  receive the consideration and shall terminate and cease to be
outstanding (unless assumed by the acquiror as described above).

     For purposes hereof, the term "Change in Control" shall mean
     (i) the acquisition, directly or indirectly by
any person or related group of persons (other than the Company or
a  person that directly or indirectly controls, controlled by, or
is  under  common  control  with,  the  Company),  of  beneficial
ownership (within the meaning of Rule 13D-3 of the 1934  Act)  of
securities possessing more than fifty percent (50%) of the  total
combined  voting  power  of the Company's outstanding  securities
pursuant  to  a  tender or exchange offer made  directly  to  the
Company's stockholders of (ii) a change in the composition of the
board over a period of thirty-six (36) consecutive months or less
such  that a majority of the Board members ceases to be comprised
of   individuals   who  either  (A)  have  been   Board   members
continuously since the beginning of such period or (B) have  been
elected  or  nominated for election as Board members during  such
period  by at least a majority of the Board members described  in
clause (A) who were still in office at the time such election  or
nomination  was  approved  by  the  Board,  (iii)  a  merger   or
consolidation  in  which securities possessing  more  than  fifty
percent (50%) of the total combined voting power of the Company's
outstanding  securities are transferred to a  person  or  persons
different  from  the person holding those securities  immediately
prior  to  such transaction, or (iv) the sale, transfer or  other
disposition  of all or substantially all of the Company's  assets
or the complete liquidation or dissolution of the Company.
     
     6.   Tax  Withholding.  The Company shall  be  entitled,  if
necessary  or desirable, to withhold from any Optionee  from  any
amounts  due  and  payable by the Company to  such  Optionee  (or
secure  payment  from such Optionee in lieu of  withholding)  the
amount of any withholding or other tax due from the Optionee with
respect  to any shares of Common Stock issuable under  the  Plan.
The Optionee may satisfy any withholding tax obligation by (1)  a
cash  payment to the Company; or (2) delivery of previously-owned
shares  of Common Stock which the Optionee has held for at  least
six  months (or less than six months with the permission  of  the
Chief  Executive  Officer) and to which  the  Optionee  has  good
title, free and clear of all liens and encumbrances.
     
     7.   Transferability  and Exercisability.   Options  granted
under the Plan shall not be transferable or assignable other than
(1)  by will or the laws of descent and distribution; (2) by gift
or  other  transfer to any trust or estate in which the  original
option  recipient or such recipient's spouse or  other  immediate
relative has a substantial beneficial interest, or to a spouse or
other  immediate  relative, provided that any  such  transfer  is
permitted  by  Rule 16b-3 of the Exchange Act as in  effect  when
such  transfer  occurs  and  the  Board  does  not  rescind  this
provision  prior to such transfer; or (3) pursuant to a qualified
domestic relations order (as defined by the Code).  However,  any
Option  so  transferred shall continue to be subject to  all  the
terms and conditions contained in the instrument evidencing  such
Option.
     
     If  so  permitted by the Compensation Committee, an Optionee
may  designate  a  beneficiary or beneficiaries to  exercise  the
rights  of  the Optionee and receive any distribution  under  the
Plan upon the death of the Optionee.
     
     8.  Legal Requirements.  Notwithstanding any other provision
of  the Plan, the Company shall not be obligated to offer or sell
any  shares of Common Stock upon exercise of an Option unless the
shares  to  be  issued  upon  such  exercise  are  at  that  time
effectively  registered  or exempt from  registration  under  the
Securities Act of 1933, as amended (the "Securities Act") and the
offer  and  sale of such shares are otherwise in compliance  with
all   applicable  federal  and  state  securities  laws  and  the
requirements of any stock exchange or similar agency on which the
Company?s  securities may then be listed or quoted.  The  Company
shall  have  no obligation to register the securities covered  by
this  Plan  under the federal securities laws or take  any  other
steps  as  may be necessary to enable the securities  covered  by
this  Plan  to  be  offered  and  sold  under  federal  or  other
securities  laws.   Upon exercising all  or  any  portion  of  an
Option, an Optionee may be required to furnish representations or
undertakings  deemed  appropriate by the Company  to  enable  the
offer and sale of the shares of Common Stock upon exercise of the
Option or subsequent transfers of any interest in such shares  to
comply  with  the Securities Act and other applicable  securities
laws.   Certificates  evidencing shares of  Common  Stock  issued
pursuant to Options shall bear any legend required by, or  useful
for  the purposes of compliance with, applicable securities laws,
this Plan or the agreements evidencing the Options.
     
     It  is the intention of the Company that the Plan comply  in
all  respects with Rule 16b-3 promulgated under Section 16(b)  of
the  Exchange  Act, that eligible directors remain  disinterested
persons  for  purposes  of administering other  employee  benefit
plans  of  the Company and that such other plans be  exempt  from
Section  16(b)  of  the  Exchange Act.  Therefore,  if  any  Plan
provision should be found not to be in compliance with Rule 16b-3
or if any Plan provision would disqualify eligible directors from
remaining  disinterested persons, that provision shall be  deemed
null  and void, and in all events the Plan shall be construed  in
favor of its meeting the requirements of Rule 16b-3.
     
     9.  Effective Date; Duration; Suspension and Amendment.  The
Plan shall become effective upon ratification and approval by the
affirmative  vote of the holders of a majority of the  securities
of the Company present or represented, and entitled to vote at, a
meeting of stockholders of the Company.  The Plan shall terminate
automatically  on  the tenth anniversary of  the  effective  date
unless  terminated earlier by the Board.  The Board  may  suspend
the  Plan at any time.  The Board may amend the Plan at any time;
provided  that, no amendment may be made without the approval  of
the  stockholders of the Company (in the same manner  as  initial
approval  of  the Plan) if such amendment would (1) increase  the
total  number  of  shares  for  which  Options  may  be  granted;
(2) change the manner of determining the purchase price of shares
of  Common Stock under the Plan; (3) change the class of  persons
eligible  to  receive  Options under the  Plan;  (4)  change  the
provisions relating to the administration of the Plan; or (5)  in
any other manner cause the Plan to fail to comply with Rule 16b-3
under the Exchange Act or any other requirement of applicable law
or  regulation.  Notwithstanding any other provision of the Plan,
in  no  event  shall the provisions of this Plan be amended  more
frequently  than once every six months other than to comply  with
changes  in  the  Code or the rules thereunder.   The  Board  may
terminate  the Plan at any time, but such termination  shall  not
affect  Options already granted and such Options shall remain  in
full force and effect as if the Plan had not been terminated.  No
shares  of  Common Stock shall be issued or sold under this  Plan
after  the  termination  of the Plan,  except  upon  exercise  of
Options  granted before termination.  Any shares of Common  Stock
authorized under Section 4 of the Plan (or any amendment thereof)
with  respect  to  which  an  Option  is  not  granted  prior  to
termination  of the Plan, or with respect to which an  Option  is
terminated, forfeited or canceled after termination of the  Plan,
shall automatically be transferred to any subsequent stock option
plan for Non-Employee Directors of the Company.
     
     10.   Limitation  of  Rights.   Neither  the  Plan  nor  the
granting of any Option hereunder shall constitute an agreement or
understanding  that  the  Company  will  retain  a   Non-Employee
Director  for  any  period of time or at any particular  rate  of
compensation.  The holder of an Option shall not thereby have any
rights  as  a  stockholder until the holder  receives  shares  of
Common Stock upon exercise of such Option.
     
     11.   Unfunded  Plan.  Unless otherwise  determined  by  the
Compensation Committee, the Plan shall be unfunded and shall  not
create (or be construed to create) a trust or a separate fund  or
funds.   The  Plan shall not establish any fiduciary relationship
between  the  Company and any Optionee or other person.   To  the
extent any person holds any rights by virtue of an Option granted
under  the Plan, such rights shall be no greater than the  rights
of an unsecured general creditor of the Company.
     
     12.   Governing Law.  The validity, construction and  effect
of  the Plan and any actions taken or relating to the Plan  shall
be  determined in accordance with the laws of the State of  South
Dakota and applicable federal law.