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 JUNE 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 August 5, 1996, there were 76,618,727 shares of the Common Stock
of the Company, $.01 par value per share, outstanding. As of August 5, 1996,
there were no shares of the Company's Class A Common Stock, $.01 par value per
share, outstanding.


EXPLANATORY NOTE:


On August 7, 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 June 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 Exhibit 10.1 is filed with
this Form 10-Q/A. The documents previously filed as Exhibits 10.2 and 10.3 have
been omitted from the Form 10-Q, as amended by this Form 10-Q/A, and the
subsequent Exhibits have been renumbered accordingly.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)    EXHIBITS:


    EXHIBIT
      NO.                     DESCRIPTION OF EXHIBITS
    -------                   -----------------------


      10.1  Amendment No. 2 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. 1 to the underlying agreement and
            the underlying agreement are filed together as Exhibit 10.17 to the
            Company's Annual Report on Form 10-K for the year ending December
            31, 1995.


      10.2  Gateway 2000, Inc. 1996 Long-Term Incentive Equity Plan. [Filed as
            Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No.
            333-08837) and incorporated by reference herein.]

      10.3  Form of Agreement with respect to the 1996 Long-Term Incentive
            Equity Plan. [Filed as Exhibit 4.2 to the Company's Registration
            Statement on Form S-8 (No. 333-08837) and incorporated by reference
            herein.]

      10.4  Gateway 2000, Inc. 1996 Non-Employee Directors Stock Option Plan.
            [Filed as Exhibit 4.3 to the Company's Registration Statement on
            Form S-8 (No. 333-08837) and incorporated by reference herein.]

      10.5  Form of Agreement with respect to the 1996 Non-Employee Directors
            Stock Option Plan. [Filed as Exhibit 4.4 to the Company's
            Registration Statement on Form S-8 (No. 333-08837) and incorporated
            by reference herein.]

      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.