As filed with the Securities and Exchange Commission on January 4, 2000

                          Registration No. ___

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   --------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            MICRON ELECTRONICS, INC.
               (Exact name of issuer as specified in its charter)

           Minnesota                             41-1404301
 (State or other Jurisdiction                 (I.R.S. Employer
      of incorporation or                    Identification No.)
         organization)


                   900 East Karcher Rd., Nampa, Idaho 83687
            (Address of Principal Executive Offices and Zip Code)

                AMENDED AND RESTATED MICRON ELECTRONICS, INC.
                         RETIREMENT AT MICRON (RAM) PLAN
                              (Full title of plan)

                                 Joel J. Kocher
         Chairman of the Board, President and Chief Executive Officer
                            Micron Electronics, Inc.
                              900 East Karcher Rd.
                               Nampa, Idaho 83687
                     (Name and address of agent for service)

                                (208) 898-3434
        (Telephone number, including area code, of agent for service)

                           Copy to: Holland & Hart LLP
                          Attn: Dennis M. Jackson, Esq.
                       555 Seventeenth Street, Suite 3200
                             Denver, Colorado 80202

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                          Proposed      Proposed
Title of     Amount to     Maximum      maximum    Amount
Securities      be        offering     aggregate   of
to be       registered    price per     offering   registration
registered      (1)        share         price       fee
---------------------------------------------------------------
<S>          <C>            <C>          <C>           <C>

Common       1,000,000      $11.375(2)   $11,375,000   $3,003
Stock
(no par
value)
---------------------------------------------------------------
Interests    Indeterminate  N/A (2)      N/A           N/A
in the          (3)
Retirement
at Micron
(RAM) Plan
---------------------------------------------------------------
</TABLE>

(1)   This  Registration  Statement  includes  shares  of the  Registrant  to be
      contributed  to  the  employee   benefit  plan  described  herein  by  the
      Registrant  or  acquired by such plan  pursuant  to one of its  investment
      options.  The shares registered  pursuant to this  Registration  Statement
      will be purchased in the open  market.  Accordingly,  the number of shares
      that is being registered is an estimate.  This Registration Statement also
      includes such  indeterminate  number of shares as may be issued to prevent
      dilution   resulting  from  stock  splits,   stock  dividends  or  similar
      transactions in accordance with Rule 416 under the Securities Act of 1933.

(2)   Estimated  pursuant to Rule 457(h) under the Securities Act of 1933 solely
      for the  purpose  of  calculating  the  registration  fee and based on the
      average of the high and low sales prices for the Registrant's common stock
      as reported on the Nasdaq Stock  Market on December  29,  1999.  No fee is
      paid for the  interests in the  employee  benefit  plan  described  herein
      pursuant to Rule 457(h).

(3)   Pursuant  to  Rule  416(c)  under  the  Securities   Act  of  1933,   this
      Registration  Statement covers an indeterminate  amount of interests to be
      offered or sold pursuant to the employee benefit plan described herein.

<PAGE>

                                     PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


      The documents  containing the  information  required by Part I of Form S-8
will be sent or  given  to  participants  in the  Amended  and  Restated  Micron
Electronics,  Inc.  Retirement at Micron (RAM) Plan (the "Plan") as specified by
Rule 428(b)(1)  under the  Securities  Act of 1933, as amended (the  "Securities
Act").  In reliance on Rule 428, such documents (i) are not being filed with the
Securities and Exchange  Commission  (the  "Commission")  either as part of this
registration  statement or as prospectuses or prospectus supplements pursuant to
Rule 424, and (ii) along with the documents  incorporated by reference into this
registration  statement  pursuant  to  Item 3 of Part II  hereof,  constitute  a
prospectus (the  "Prospectus")  that meets the  requirements of Section 10(a) of
the Securities Act.



<PAGE>


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The  following  documents  are hereby  incorporated  by  reference in this
registration statement:

      (1) The Registrant's Annual Report on Form 10-K, filed pursuant to Section
      13 or 15(d)  of the  Securities  Exchange  Act of 1934,  as  amended  (the
      "Exchange Act"), for the fiscal year ended September 2, 1999.

      (2) All other  reports filed by the  Registrant  pursuant to Section 13 or
      15(d) of the Exchange Act since September 2, 1999.

      (3) The  description  of the  Registrant's  Common Stock  contained in the
      Registrant's  Registration  Statement  on Form 8-A (SEC File No.  0-17932)
      filed with the  Commission on August 16, 1989 pursuant to Section 12(g) of
      the 1934 Act, as amended.

      All documents filed by the Registrant pursuant to Sections 13, 14 or 15(d)
of the Exchange Act subsequent to the date of this registration  statement,  and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
shares  offered  hereby  have been sold or which  deregisters  all  shares  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part  hereof  from the date of filing  such
documents.  Any  statement  contained  in  the  Prospectus,   this  registration
statement  or  in a  document  incorporated  or  deemed  to be  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
the  Prospectus and this  registration  statement to the extent that a statement
contained in any  subsequently  filed  document  that also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of the  Prospectus  or this  registration
statement.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      Not applicable.

Item 6.  Indemnification of Directors and Officers.

      Section  302A.521 of the Minnesota  Business  Corporation Act authorizes a
corporation's Board of Directors to grant indemnity to directors and officers in
terms   sufficiently  broad  to  permit  such   indemnification   under  certain
circumstances for liabilities  (including  reimbursement for expenses  incurred)
arising  under  the  Securities  Act of  1933,  as  amended.  Article  IX of the
Company's  Bylaws  provides  for  indemnification  of its  directors,  officers,
employees  and other agents to the extent  permitted by the  Minnesota  Business
Corporation  Act.  The Company  also has entered  into  written  indemnification
agreements  with  certain  of its  officers  and  directors  which  provide  the
Company's officers and directors with indemnification to the extent permitted by
the Minnesota Business Corporation Act.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

<PAGE>

<TABLE>
<CAPTION>

Item 8.  Exhibits.

Exhibit    Description.
No.
-----------------------
<S>        <C>

4.1        Articles of Incorporation,  as amended  (incorporated by reference to
           Exhibit  3.1 to  Registrant's  Quarterly  Report on Form 10-Q for the
           quarterly period ended April 1, 1995).

4.2        Bylaws,  as amended  (incorporated  by  reference  to Exhibit  3.2 to
           Annual  Report on Form 10-K for the  fiscal  year  ended  August  28,
           1997).

4.3        Amended and Restated Micron Electronics, Inc.
           Retirement at Micron (RAM) Plan.

5.1        Omitted as inapplicable pursuant to Item 8 of Form S-8 which provides
           that a legal  opinion  as to the  legality  of the  securities  being
           registered  is  required  only  with  respect  to  original  issuance
           securities.

23.1       Consent of PricewaterhouseCoopers LLP.

24.1       Power of Attorney (included on signature page).
</TABLE>


      In  lieu  of  an  opinion  of  counsel  concerning   compliance  with  the
requirements  of ERISA, or an Internal  Revenue  Service  ("IRS")  determination
letter that the Plan is qualified  under Section 401 of the Code, the registrant
hereby  undertakes to cause the Plan to be submitted and any amendments  thereto
to the IRS in order to qualify the Plan and the  registrant  undertakes to cause
all  changes to be made which are  required  by the IRS in order to qualify  the
Plan.


Item 9.  Undertakings.

(a)   The undersigned registrant hereby undertakes:

      (1) To file,  during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement:

           (i)  To include any prospectus required by section 10(a)(3) of
           the Securities Act;

           (ii) To reflect in the  prospectus  any facts or events arising after
           the effective date of the registration  statement (or the most recent
           post-effective  amendment  thereof)  which,  individually  or in  the
           aggregate,  represent a  fundamental  change in the  information  set
           forth in the registration statement;

           (iii) To include any material information with respect to the plan of
           distribution not previously  disclosed in the registration  statement
           or any  material  change  to  such  information  in the  registration
           statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant  to  section  13  or  section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement.

      (2)  That,  for  the  purpose  of  determining  any  liability  under  the
      Securities Act each such post-effective  amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.
<PAGE>


      (3) To remove from the registration by means of a post-effective amendment
      any  of  the  securities  being  registered  which  remain  unsold  at the
      termination of the offering.

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Nampa, State of Idaho, on December 30, 1999.

                               MICRON ELECTRONICS, INC.

                               By:  /s/ James R. Stewart
                                    ----------------------------------------
                                    James R. Stewart, Senior Vice President,
                                    Finance, and Chief Financial Officer


<PAGE>



      Pursuant to the  requirements  of the  Securities  Act, this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Joel J. Kocher,  jointly and severally,
his attorneys-in-fact,  each with the power of substitution,  for him in any and
all capacities,  to sign any amendments to this  Registration  Statement on Form
S-8,  and to file the  same,  with  exhibits  thereto  and  other  documents  in
connection  therewith,  with the  Securities  and  Exchange  Commission,  hereby
ratifying  and  confirming  all  that  each  of said  attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<CAPTION>

SIGNATURE                     TITLE            DATE
<S>                           <C>              <C>

/s/  Joel J. Kocher           Chairman of the  December 30, 1999
-----------------------       Board,
Joel J. Kocher                President and
                              Chief Executive
                              Officer

/s/  Steven R. Appleton       Director         December 30, 1999
-----------------------
Steven R. Appleton

/s/  Robert Lee               Director         December 30, 1999
-----------------------
Robert Lee

/s/ Robert A. Lothrop         Director         December 30, 1999
-----------------------
Robert A. Lothrop

/s/ John B. Balousek          Director         December 30, 1999
-----------------------
John B. Balousek
</TABLE>


<PAGE>


      Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the Plan) have duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Nampa, State of Idaho, on December 30, 1999.

Amended and Restated Micron Electronics, Inc. Retirement at Micron (RAM) Plan

By:   /s/ JoAnne S. Pfeifer
      ---------------------------------------
      JoAnne S. Pfeifer, Vice President,
      Administration, and Corporate Secretary



<PAGE>
<TABLE>
<CAPTION>


                                 EXHIBITS INDEX

Exhibit    Description.
No.
-----------------------
<S>        <C>

4.1        Articles of Incorporation,  as amended  (incorporated by reference to
           Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarterly period
           ended April 1, 1995).

4.2        Bylaws,  as amended  (incorporated  by  reference  to Exhibit  3.2 to
           Annual  Report on Form  10-K,  for the fiscal  year ended  August 28,
           1997).

4.3        Amended and Restated Micron Electronics, Inc.
           Retirement at Micron (RAM) Plan.

5.1        Omitted as inapplicable pursuant to Item 8 of Form S-8 which provides
           that a legal  opinion  as to the  legality  of the  securities  being
           registered  is  required  only  with  respect  to  original  issuance
           securities.

23.1       Consent of PricewaterhouseCoopers, LLP.

24.1       Power of Attorney (included on signature page).
</TABLE>
<PAGE>