AMENDMENT NO.1
                               TO
           1997 AMENDED AND RESTATED CREDIT AGREEMENT


     THIS  AMENDMENT  NO. 1 TO 1997 AMENDED AND  RESTATED  CREDIT
AGREEMENT  is dated as of January 19, 1998, and is by  and  among
GATEWAY  2000, INC., a Delaware corporation (the "Company");  the
several  financial institutions from time to time  party  to  the
1997  Amended and Restated Credit Agreement entered  into  as  of
September 25, 1997 including those executing this Amendment as  a
Bank  (collectively,  the  "Banks" and 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.

RECITALS:

     The  parties hereto entered into a 1997 Amended and Restated
Credit Agreement, dated as of September 25, 1997 (as amended, the
"Credit  Agreement") and desire to amend the Credit Agreement  to
modify   the  L/C  Commitment  established  thereunder  as   more
particularly set forth herein.

     NOW,  THEREFORE, in consideration of the above premises  and
other good and valuable consideration, the sum and sufficiency of
which  is  hereby  acknowledged,  the  parties  hereto  agree  as
follows:

     1.    Amendment to Credit Agreement. The definition of  "L/C
Commitment" set forth in Section 1.01 of the Credit Agreement  is
amended to read as follows:

          "L/C  Commitment" means the commitment of  the  Issuing
          Bank   to  issue,  and  the  commitment  of  the  Banks
          severally   to  participate  in,  Letters   of   Credit
          (including  the  Existing Norwest  Letters  of  Credit)
          from  time to time Issued or outstanding under  Article
          III,  in an aggregate amount not to exceed on any  date
          the  amount  of  $75,000,000,  as  the  same  shall  be
          reduced  as  a  result  of  a  reduction  in  the   L/C
          Commitment pursuant to Section 2.07; provided that  the
          LIC  Commitment is a part of the combined  Commitments,
          rather than a separate, independent commitment.

      2.   References  to Agreement Each reference  in  any  Loan
Document  to  "Agreement" or "Credit Agreement"  shall  mean  the
Credit Agreement as amended by this Amendment.
      
     3.   Representations and Warranties.  The Company hereby
represents and warrants to the Administrative Agent and the Banks
as follows:
    
    (a)   It  has the power and authority to execute and  perform
    this   Amendment   and   each  other   agreement,   document,
    instrument,  amendment  and  modification  required   to   be
    executed by it in connection with this Amendment.

    (b)   The  execution and delivery of this Amendment and  each
    other   agreement,   document,  instrument,   amendment   and
    modification  required to be executed  by  it  in  connection
    with  this  Amendment,  have  been  duly  authorized  by  all
    required corporate action.

    (c)   This  Amendment  and  each other  agreement,  document,
    instrument,  amendment  and  modification  required   to   be
    executed  by it in connection with this Amendment, constitute
    the  valid and binding obligations of the Company enforceable
    against the Company in accordance with the terms hereof

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

    (e)   All  the representations and warranties of the  Company
    contained  in  the Credit Agreement are true and  correct  on
    and  as  of the date hereof as though made on and as of  such
    date,   except   to  the  extent  such  representations   and
    warranties relate solely to an earlier date.

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

     4.    Loan Documents.  The company reaffirms its obligations
under  the  Credit  Agreement,  as  amended  hereby,  under  each
outstanding Note evidencing the Loans extended by the Banks under
the  Credit  Agreement, as amended hereby, and  under  each  Loan
Document.

     5.   Conditions Precedent; Effective Date.

     (a)  This Amendment shall become effective as of February 6,
     1998  (the  "Effective Date"), provided  that  each  of  the
     following  conditions precedent is satisfied  on  or  before
     such date:

          (i)  The Documentation Agent shall have received:

           (A)   A  certificate of the Secretary of  the  Company
     certifying  (I) that the officer or officers of the  Company
     executing this Amendment on behalf of the Company  are  each
     an  "Authorized Officer" of the Company under the Resolution
     of  the  Company  adopted by the Board of Directors  of  the
     Company  on December 13, 1995 in connection with the  Credit
     Agreement,  dated as of December 27, 1995 (the  "Authorizing
     Resolution"), and as such each is authorized to execute  and
     deliver  this Amendment on behalf of the Company, (II)  that
     the  Authorizing Resolution is still in force and effect and
     has not been modified or rescinded, (III) the names and true
     signatures  of  the  officer  or  officers  executing   this
     Amendment  on behalf of the Company and (IV) no  Default  or
     Event  of Default has occurred and is continuing as  of  the
     date of the Secretary's certification.

          (B)   From  the  Company, each Bank, the  Documentation
     Agent,  the  Administrative Agent and the Issuing  Bank,  an
     execution  original  (or, if elected  by  the  Documentation
     Agent,  an executed facsimile copy) of this Amendment,  duly
     executed by all the parties hereto.

          (C)   Such  other  agreements, documents,  instruments,
     amendments, modifications, opinions and certificates as  the
     Bank may reasonably request with respect to the matters  set
     forth  herein,  all of which shall be in form and  substance
     satisfactory to the Documentation Agent.

     (b)  From and alter the Effective Date, the Credit Agreement
     is amended as set forth herein.

     6.   Miscellaneous.
     
     (a)   All  capitalized terms used and not otherwise  defined
     herein  shall have the same meaning herein as in the  Credit
     Agreement.

     (b)   This  Amendment  may  be executed  in  any  number  of
     counterparts  or  on telecopy counterparts,  each  of  which
     shall  be an original and all of which shall constitute  one
     agreement and it shall not be necessary in making  proof  of
     this  Amendment  to  produce or account for  more  than  one
     counterpart.

     (c)   This  Amendment  and  each of  the  other  agreements,
     documents, instruments, amendments and modifications  to  be
     executed  by  the Company in connection with this  Amendment
     shall  be  governed by and construed in accordance with  the
     law of the State of New York.

     (d)   All  expenses  and costs reasonably  incurred  by  the
     Administrative Agent or the Documentation Agent with respect
     to  the  preparation, review, negotiation and administration
     of  this  Amendment (including compensation of all attorneys
     employed  by  the Administrative Agent or the  Documentation
     Agent,  including  the allocated costs of in-house  counsel)
     shall   be  repaid  to  the  Administrative  Agent  or   the
     Documentation Agent by the Company on demand.
      
     (e)   The  Credit  Agreement, as amended  hereby,  shall  be
     binding upon and inure to the benefit of the parties  hereto
     and thereto and their respective successors and assigns.

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

     (g)   This  Amendment  may  be executed  in  any  number  of
     counterparts, each of which shall be deemed an original, but
     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 Administrative
     Agent  or the Documentation Agent of a facsimile transmitted
     document purportedly bearing the signature of a Bank  or  of
     the   Company   shall  bind  such  Bank  or   the   Company,
     respectively, with the same force and effect as the delivery
     of  a  hard  copy  executed original.  Any  failure  by  the
     Administrative Agent or 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 Administrative
     Agent or the Documentation Agent.

     (h)   This  Amendment,  the  Credit  Agreement,  as  amended
     hereby,  and  the  other Loan Documents are  the  result  of
     negotiations  among  the  parties,  have  been  reviewed  by
     counsel  to the parties and are the product of the  parties.
     Neither  BofA,  as  Documentation  Agent,  nor  Norwest,  as
     Issuing Bank or Administrative Agent, shall have any  right,
     power,  obligation, liability, responsibility or duty  under
     this Amendment, the Credit Agreement, as amended hereby,  or
     any  other Loan Document 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 and Norwest shall
     not  have  or  be deemed to have any fiduciary  relationship
     with  the  Documentation  Agent  or  any  Bank.   Each  Bank
     acknowledges that it has not relied, and will not  rely,  on
     BofA or Norwest in deciding to enter into this Amendment  or
     in  taking  or  not  taking  action  hereunder,  the  Credit
     Agreement, as amended hereby, or any other Loan Document.
                                
     7.    Acknowledgment.  The Company hereby acknowledges
receipt of a copy of this Amendment and each other agreement,
document, instrument and modification at any time executed by a
debtor in connection with this Amendment, the Credit Agreement or
the Indebtedness to the Banks under the Credit Agreement.

      
     IMPORTANT:    READ BEFORE SIGNING.   THE  TERMS  OF
     THIS  AGREEMENT  SHOULD BE READ  CAREFULLY  BECAUSE
     ONLY  THOSE  TERMS IN WRITING ARE ENFORCEABLE.   NO
     OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN  THIS
     WRITTEN CONTRACT MAY BE LEGALLY ENFORCED.  YOU  MAY
     CHANGE  THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER
     WRITTEN AGREEMENT.
     
                       
     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Agreement  to be duly executed by their duly authorized officers,
all as of the day and year first above written.
     
                               GATEWAY 2000, INC.
               
                               By: /s/ David J. McKittrick
                                   Name: David J. McKittrick
                                   Title: Senior VP and Chief
                                          Financial Officer
              
                               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 a Bank

                               By:______________________________
                                  Name:_________________________
                                  Title:________________________
               
                               THE BANK OF NOVA SCOTIA

                               By:______________________________
                                  Name:_________________________
                                  Title:________________________


                                
          IMPORTANT:   READ BEFORE SIGNING.  THE TERMS
     OF   THIS  AGREEMENT  SHOULD  BE  READ  CAREFULLY
     BECAUSE   ONLY   THOSE  TERMS  IN   WRITING   ARE
     ENFORCEABLE.  NO OTHER TERMS OR ORAL PROMISES NOT
     CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY
     ENFORCED.   YOU  MAY  CHANGE THE  TERMS  OF  THIS
     AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
     
                                
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to  be duly executed by their duly authorized officers, all as of
the day and year first above written.

                         GATEWAY 2000, INC.

                         By:_____________________________________
                            Name:______________________________
                            Title:_____________________________

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

                         By:_____________________________________
                            Name:______________________________
                            Title:_____________________________

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

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

                         THE BANK OF NOVA SCOTIA

                         By:_____________________________________
                            Name:______________________________
                            Title:_____________________________