SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 10-Q/A
                               (Amendment No. 1)


[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
                                       OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
        FOR THE TRANSITION PERIOD FROM__________TO__________

                         COMMISSION FILE NUMBER 0-22784

                               GATEWAY 2000, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          DELAWARE                                               42-1249184
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                                610 GATEWAY DRIVE
                                  P.O. BOX 2000
                      NORTH SIOUX CITY, SOUTH DAKOTA 57049
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (605) 232-2000


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__  No ____.

         As of November 7, 1996, there were 76,682,608 shares of the Common
Stock of the Company, $.01 par value per share, outstanding. As of November 7,
1996, there were no shares of the Company's Class A Common Stock, $.01 par value
per share, outstanding.





EXPLANATORY NOTE:

On November 13, 1996, Gateway 2000, Inc. (the "Company"), pursuant to Rule 24b-2
promulgated under the Securities Exchange Act of 1934, filed an Application for
Confidential Treatment of specific portions of certain documents filed as
Exhibits to the Company's Quarterly Report on Form 10-Q for the quarterly period
ending September 30, 1996. In response to comments received from the staff of
the Securities and Exchange Commission, the Company revised its request for
confidential treatment. A revised redacted form of Exhibits 10.1, 10.2 and 10.3
are filed with this Form 10-Q/A. The document previously filed as Exhibit 10.4
has been omitted from the Form 10-Q as amended by this Form 10-Q/A.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (A)  EXHIBITS:





    EXHIBIT                       DESCRIPTION OF EXHIBITS
      NO.
      ---


      10.1      Amendment No. 3 to the License Agreement dated May 1, 1995
                between Gateway 2000, Inc. and Microsoft Corporation.
                [Confidential treatment requested as to certain portions which
                are indicated by a legend and filed separately with the
                Securities and Exchange Commission with an Application for
                Confidential Treatment pursuant to Rule 24b-2 promulgated under
                the Securities Exchange Act of 1934, as amended.] Prior
                Amendment No. 2 to the underlying agreement is filed as Exhibit
                10.1 to Company's Quarterly Report on Form 10-Q for the
                quarterly period ending June 30, 1996. Prior Amendment No. 1 to
                the underlying agreement and the underlying agreement are filed
                together as Exhibit 10.17 to Company's Annual Report on Form
                10-K for the year ending December 31, 1995.

      10.2      Amendment No. 4 to the License Agreement dated May 1, 1995
                between Gateway 2000, Inc. and Microsoft Corporation.
                [Confidential treatment requested as to certain portions which
                are indicated by a legend and filed separately with the
                Securities and Exchange Commission with an Application for
                Confidential Treatment pursuant to Rule 24b-2 promulgated under
                the Securities Exchange Act of 1934, as amended.] Prior
                Amendment No. 3 to the underlying agreement is filed as Exhibit
                10.1 to Company's Quarterly Report on Form 10-Q for the
                quarterly period ending September 30, 1996. Prior Amendment No.
                2 to the underlying agreement is filed as Exhibit 10.1 to
                Company's Quarterly Report on Form 10-Q for the quarterly period
                ending June 30, 1996. Prior Amendment No. 1 to the underlying
                agreement and the underlying agreement are filed together as
                Exhibit 10.17 to Company's Annual Report on Form 10-K for the
                year ending December 31, 1995.

      10.3      Amendment No. 5 to the License Agreement dated May 1, 1995
                between Gateway 2000, Inc. and Microsoft Corporation.
                [Confidential treatment requested as to certain portions which
                are indicated by a legend and filed separately with the
                Securities and Exchange Commission with an Application for
                Confidential Treatment pursuant to Rule 24b-2 promulgated under
                the Securities Exchange Act of 1934, as amended.] Prior
                Amendment No. 4 to the underlying agreement is filed as Exhibit
                10.2 to Company's Quarterly Report on Form 10-Q for the
                quarterly period ending September 30, 1996. Prior Amendment No.
                3 to the underlying agreement is filed as Exhibit 10.1 to
                Company's Quarterly Report on Form 10-Q for the quarterly period
                ending September 30, 1996. Prior Amendment No. 2 to the
                underlying agreement is filed as Exhibit 10.1 to Company's
                Quarterly Report on Form 10-Q for the quarterly period ending
                June 30, 1996. Prior Amendment No. 1 to the underlying agreement
                and the underlying agreement are filed together as Exhibit 10.17
                to Company's Annual Report on Form 10-K for the year ending
                December 31, 1995.


      27.1      Financial Data Schedule

     (B)  REPORTS ON FORM 8-K:

         None.



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              GATEWAY 2000, INC.



Date:  March 31, 1997         By:  /s/ David J. McKittrick
                                  ----------------------------------------------
                                  David J. McKittrick
                                  Senior Vice President, Chief Financial Officer
                                  and Treasurer (authorized officer and chief
                                  accounting officer)



The following trademarks of other companies appear in this Report: Intel,
Microsoft, Windows 95(R) and Pentium. These and any other product or brand
names contained herein are trademarks or registered trademarks of their
respective owners.