EXHIBIT 10.46

           CONSENT AND AMENDMENT TO CREDIT AGREEMENT
                AND AMENDMENT TO LOAN DOCUMENTS


     THIS CONSENT AND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT
TO LOAN DOCUMENTS (the "Consent and Amendment") is made this 12th
day of December, 1997, by and among BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION
(successor by merger to United States National Bank of Oregon),
ABN AMRO BANK, N.V., DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH, FLEET NATIONAL BANK, KEYBANK NATIONAL
ASSOCIATION, THE BANK OF NOVA SCOTIA and THE SUMITOMO BANK,
LIMITED (each individually a "Lender" and collectively the
"Lenders") BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
and U.S. BANK NATIONAL ASSOCIATION (successor by merger to United
States National Bank of Oregon) as co-agents for Lenders, BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as administrative
agent for Lenders (the "Agent"), and MICRON ELECTRONICS, INC., a
Minnesota corporation (the "Borrower").

                            RECITALS

     A.   Borrower, Lenders and Agent are parties to that certain
Credit Agreement dated as of June 27, 1997 (as the same may be
amended, modified or extended from time to time the "Credit
Agreement") and the related Loan Documents described therein.

     B.   Since the date of the Credit Agreement, the office of
Agent responsible for Agent's duties under the Credit Agreement
has been changed from its Seattle, Washington office to its San
Francisco, California office.

     C.   Borrower has expressed to Lenders and Agent its
intention to sell one of its subsidiaries, Micron Custom
Manufacturing Services, Inc. ("Micron Custom") during the second
quarter of its current fiscal year.  The sale of Micron Custom,
absent the consent of Agent (with consent of the Majority
Lenders), is prohibited under the terms of Section 7.2 of the
Credit Agreement.

     D.   Borrower has requested that Agent consent to the sale
of Micron Custom, and that Lenders and Agent make modifications
to certain covenants in the Credit Agreement.  Agent and Lenders
are prepared to consent to the sale of Micron Custom and to
modify the Credit Agreement as requested by Borrower on the terms
and conditions set forth herein.

     NOW, THEREFORE, the parties agree as follows:

                           AGREEMENT

     1.   Definitions.  Capitalized terms used herein and not
otherwise defined shall have the meaning given in the Credit
Agreement.

     2.   Consent to Sale.  Subject to the terms and conditions
of this Consent and Amendment, Agent and Lenders hereby consent
to the sale of all or substantially all of the capital stock of
Micron Custom Manufacturing Services, Inc.  This consent, when
effective as provided in Section 5 hereof, shall further
constitute a waiver by Agent and Lenders of their respective
rights to exercise remedies under the Credit Agreement in respect
of a breach of Borrower's obligations under Section 7.2 of the
Credit Agreement resulting from such sale.

     3.   Amendments to Credit Agreement.  The Credit Agreement
is amended as follows:

          (a)  Amendment to Definitions.  In Section 1.1,
amendments are made to the definitions, as follows:

               (1)  Business Day.  In the definition of "Business
Day" each reference to "Seattle, Washington" shall be amended to
read "San Francisco, California."

               (2)  EBITDA.  The definition of "EBITDA" is added
to read as follows:

               "EBITDA" means, for any period, Borrower's
     Net Income (or net loss), excluding any taxes
     associated therewith, plus the sum of (i) interest
     expense, (ii) income tax expense, (iii) depreciation
     expense and (iv) amortization expense, in each case
     determined on a consolidated basis in accordance with
     GAAP for such period.

               (3)  Funded Debt.  The definition of "Funded Debt"
is added to read as follows:

               "Funded Debt" means, as of any date of
     determination, the sum of (i) all indebtedness or
     liability of Borrower for borrowed money, (ii) all
     Capital Leases of Borrower, in each case determined on
     a consolidated basis, and (iii) all indebtedness or
     liability for borrowed money or for Capital Leases for
     which Borrower is directly or contingently liable as
     obligor, guarantor, or otherwise, or in respect of
     which such person otherwise assures a creditor against
     loss.

               (4)  Notice of Borrowing.  In the definition of
"Notice of Borrowing" each reference to "11:00 a.m." shall be
amended to read "10:00 a.m."

          (b)  Amendments to Section 2.2:   Section 2.2 is hereby
amended and restated as follows:

          Section 2.2  Borrowing Base Activation.  The
     occurrence of any of the following events shall
     constitute a "Borrowing Base Activation Event"
     hereunder:  (a) the Funded Debt to EBITDA Ratio, on a
     consolidated basis, exceeds 2.00 to 1 as of the end of
     any fiscal quarter ending on or after November 27, 1997
     and before March 3, 1999 or exceeds 1.50 to 1 as of the
     end of any fiscal quarter ending on or after March 3,
     1999; or (b) Borrower shall incur on a consolidated
     basis, pretax losses for two (2) consecutive fiscal
     quarters.  Once a Borrowing Base Activation Event shall
     have occurred it shall be deemed to be continuing for
     all purposes hereunder until Borrower shall have
     delivered financial statements in accordance with
     Section 6.10 hereof demonstrating that (a) in the case
     of fiscal quarters ending on or after November 27, 1997
     and before March 3, 1999, as of the last day of the
     applicable fiscal quarter, the Funded Debt to EBITDA
     Ratio was equal to or less than 2.00 to 1, or, in the
     case of fiscal quarters ending on or after March 3,
     1999, as of the last day of the applicable fiscal
     quarter, the Funded Debt to EBITDA Ratio was equal to
     or less than 1.50 to 1, and (b) Borrower had not
     incurred (on a consolidated basis) pretax losses for
     such fiscal quarter and the immediately preceding
     fiscal quarter.

          (c)  Amendment to Section 2.7:   In the second sentence
of subsection 2.7(b) the reference to "11:00 a.m." shall be
amended to read "10:00 a.m."  In the fifth sentence of subsection
2.7(b) the words "by telephone (confirmed promptly by telex or
facsimile transmission)" are hereby deleted, and the words "by
telex or facsimile transmission" are substituted in their stead.

          (d)  Amendment to Section 2.11:   In the first sentence
of subsection 2.11(a) the words "Commercial Loan Service Center,
Seattle, Washington" are hereby deleted, and the words "Payment
Office set forth in Schedule 9 attached hereto" are substituted
in their stead.

          (e)  Amendment to Section 3.2:   In the second sentence
of subsection 3.2(a) the words "at least one (1) Business Day"
are hereby deleted, and the words "at least three (3) Business
Days (or such shorter time as Agent may agree to in its sole
discretion)."

          (f)  Amendment to Section 3.4:   In the first sentence
of Section 3.4 the words "Commercial Loan Service Center" are
hereby deleted, and the words "Payment Office set forth in
Schedule 9 attached hereto" are substituted in their stead.

          (g)  Amendments to Section 6.13:   Section 6.13 is
hereby amended and restated as follows:

          Section 6.13  Minimum Tangible Net Worth.
     Borrower shall maintain on a consolidated basis as of
     the end of each fiscal quarter a Tangible Net Worth
     equal to or greater than the sum of (a) Two Hundred
     Twenty-five Million Dollars ($225,000,000), (b) seventy-
     five percent (75%) of Borrower's Net Income for each
     fiscal quarter after the fiscal quarter ended November
     28, 1996 in which Borrower has a positive Net Income,
     and (c) seventy-five percent (75%) of the amount, if
     any, by which the shareholders' equity of Borrower has
     increased since the fiscal quarter ended November 28,
     1996 as a result of the issuance of common stock or the
     conversion of debt securities into common stock.  In
     the event that Borrower sells all or substantially all
     of the capital stock of Micron Custom Manufacturing
     Services, Inc., the amount set forth in clause (a) of
     the preceding sentence shall be adjusted by an amount
     such that the difference between the sum of clauses (a)
     through (c) of the preceding sentence and the Tangible
     Net Worth of Borrower shall be neither increased or
     decreased as a result of such sale.  Such adjustment
     shall be effective as of and after the end of
     Borrower's fiscal quarter during which such sale or
     other disposal occurred.

          (h)  Amendments to Section 6.15:   Section 6.15 is
hereby amended and restated as follows:

          Section 6.15  Maximum Funded Debt to EBITDA Ratio.
     Borrower shall maintain as of the last day of any
     fiscal quarter, a Funded Debt to EBITDA Ratio of not
     more than the ratio set forth below:

          For Fiscal
          Quarters Ending               Maximum Ratio

          On or after
          November 27, 1997
          and before
          March 3, 1999                 2.00 to 1

          On or after
          March 3, 1999                 1.50 to 1

     As used herein, "Funded Debt to EBITDA Ratio" means, as
     of any date of determination, the ratio of (a) Funded
     Debt of Borrower on a consolidated basis on such day to
     (b) EBITDA of Borrower on a consolidated basis for the
     period consisting of the four (4) consecutive fiscal
     quarters ending on such day.  In the event that
     Borrower sells all or substantially all of the capital
     stock of Micron Custom Manufacturing Services, Inc.,
     the EBITDA used to calculate the Funded Debt to EBITDA
     Ratio as of and after the last day of the fiscal
     quarter during which such sale occurred, shall exclude
     any gains or losses attributable to such sale.

          (i)  Amendments to Section 6.16:   Section 6.16 is
hereby amended and restated as follows:

          Section 6.16  [INTENTIONALLY BLANK].

          (j)  Amendments to Section 9.6:   The following is here
added to the end of Section 9.6:

     If no successor agent has accepted appointment as Agent
     by the date which is thirty (30) days following a
     retiring Agent's notice of resignation, the retiring
     Agent's resignation shall nevertheless thereupon become
     effective and the Banks shall perform all of the duties
     of the Agent hereunder until such time, if any, as the
     Majority Lenders appoint a successor agent as provided
     for above.

          (k)  Amendments to Section 11.5:   In the first
sentence of Section 11.5 the words "under its name on the
signature pages hereof" are hereby deleted, and the words "in
Schedule 9 attached hereto" are substituted in their stead.

          (l)  Addition of Schedule 9:   Schedule 9 is hereby
added as set forth in Schedule 9 attached hereto.

     4.   Amendment to Notes.  In Paragraph No. 1 of each Note
the words "Commercial Loan Service Center, Fifth Avenue Plaza
Building, 13th Floor, 800 Fifth Avenue, Seattle, Washington
98104" are hereby deleted, and the words "Payment Office located
at the address set forth in Schedule 9 to the Credit Agreement"
are substituted in their stead.

     5.   Conditions to Effectiveness.  Notwithstanding anything
contained herein to the contrary, this Consent and Amendment
shall not become effective until each of the following conditions
is fully and simultaneously satisfied:

          (a)  Delivery of Amendment.  Borrower, Agent and each
Lender shall have executed and delivered counterparts of this
Consent and Amendment to Agent.

          (b)  Corporate Authority.  Agent shall have received in
form and substance reasonably satisfactory to it a Certificate of
Secretary of Borrower certifying that: (1) the Board of Directors
Resolutions dated March 31, 1997 (the "Board Resolutions") which
were attached to the Certificate of Secretary of Borrower dated
June 27, 1997 delivered to Agent in connection with the execution
and delivery of the Credit Agreement (the "Secretary
Certificate"), have not been amended, annulled, rescinded or
revoked and remain in full force and effect and that there exist
no other resolutions of the Board of Directors of Borrower
relating to the matters set forth in the Board Resolutions;
(2) the Articles of Incorporation and Restated Bylaws which were
attached to the Secretary Certificate have not been modified
since prior to June 27, 1997; (3) no proceeding for the amendment
or modification of or for any other change in the Articles of
Incorporation and Restated Bylaws referred to in clause (2)
hereof or for the merger, consolidation, liquidation or
dissolution of Borrower has been taken since June 27, 1997, and
no such action is pending; and (4) the person who has signed the
Amendment on behalf of Borrower continues to be duly elected to
the office or offices of Borrower set forth opposite their name
on the Secretary Certificate

          (c)  Representations True; No Default.  The
representations of Borrower as set forth in Article 5 of the
Credit Agreement shall be true on and as of the date of this
Consent and Amendment with the same force and effect as if made
on and as of this date.  No Event of Default and no event which,
with notice or lapse of time or both, would constitute an Event
of Default, shall have occurred and be continuing or will occur
as a result of the execution of this Consent and Amendment.

     6.   Representations and Warranties.  Borrower hereby
represents and warrants to Lenders and Agent that each of the
representations and warranties set forth in Article 5 of the
Credit Agreement is true and correct in each case as if made on
and as of the date of this Consent and Amendment and Borrower
expressly agrees that it shall be an additional Event of Default
under the Credit Agreement if any representation or warranty made
hereunder shall prove to have been incorrect in any material
respect when made.

     7.   No Further Amendment.  Except as expressly modified by
this Consent and Amendment, the Credit Agreement and the other
Loan Documents shall remain unmodified and in full force and
effect and the parties hereby ratify their respective obligations
thereunder.  Without limiting the foregoing, Borrower expressly
reaffirms and ratifies its obligation to pay or reimburse Agent
and Lenders on request for all reasonable expenses, including
legal fees, actually incurred by Agent or such Lender in
connection with the preparation of this Consent and Amendment and
the closing of the transactions contemplated hereby and thereby.

     8.   Miscellaneous.

          (a)  Entire Agreement.  This Consent and Amendment
comprises the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior oral or written
agreements, representations or commitments.

          (b)  Counterparts.  This Consent and Amendment may be
executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed
shall be deemed to be an original, and all of which taken
together shall constitute one and the same Consent and Amendment.

          (c)  Governing Law.  This Consent and Amendment and the
other agreements provided for herein and the rights and
obligations of the parties hereto and thereto shall be construed
and interpreted in accordance with the laws of the State of
Washington.

          (d)  Oral Agreements Not Enforceable.

     ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
     EXTEND CREDIT, OR TO FOREBEAR FROM ENFORCING REPAYMENT
     OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

     EXECUTED AND DELIVERED by the duly authorized officers of
the parties as of the date first above written.

     BORROWER:                MICRON ELECTRONICS, INC.



                              By /s/ T. Erik Oaas
                                ---------------------------------
                                Its Executive Vice President, Finance,
                                    Chief Financial Officer

                              LENDERS:  BANK OF AMERICA NATIONAL
                              TRUST AND SAVINGS ASSOCIATION



                              By /s/ Michael J. McCutchin
                                ---------------------------------
                                Its Managing Director


                              U.S. BANK NATIONAL ASSOCIATION



                              By /s/ Ross Beaton
                                ---------------------------------
                                Its Vice President


                              ABN AMRO BANK, N.V.


                              By /s/ Lei-Lei Miao
                                ---------------------------------
                                Its Vice President



                              By /s/ Chris Sievers
                                ---------------------------------
                                Its Senior Vice President


                              DEUTSCHE BANK AG, NEW YORK BRANCH
                              AND/OR CAYMAN ISLANDS BRANCH



                              By /s/ Susan L. Pearson
                                ---------------------------------
                                Its Vice President



                              By /s/ Andreas Neumeier
                                ---------------------------------
                                Its Vice President


                              FLEET NATIONAL BANK



                              By /s/ Frank H. Benesh
                                ---------------------------------
                                Its Vice President


                              KEYBANK NATIONAL ASSOCIATION



                              By /s/ J. T. Taylor
                                ---------------------------------
                                Its Assistant Vice President


                              THE BANK OF NOVA SCOTIA


                              By /s/ Maarten Van Otterloo
                                ---------------------------------
                                Its Senior Relationship Manager


                              THE SUMITOMO BANK, LIMITED


                              By /s/ Goro Hirai
                                ---------------------------------
                                Its Joint General Manager


                              AGENT:  BANK OF AMERICA NATIONAL
                              TRUST AND SAVINGS ASSOCIATION


                              By /s/ Michael J. McCutchin
                                ---------------------------------
                                Its Managing Director


                              CO-AGENTS:  BANK OF AMERICA NATIONAL
                              TRUST AND SAVINGS ASSOCIATION



                              By /s/ Michael J. McCutchin
                                ---------------------------------
                                Its Managing Director


                              U.S. BANK NATIONAL ASSOCIATION



                              By /s/ Ross Beaton
                                ---------------------------------
                                Its Vice President

<PAGE>
                           SCHEDULE 9


             OFFSHORE AND DOMESTIC LENDING OFFICES,
                     ADDRESSES FOR NOTICES


MICRON ELECTRONICS, INC.

Micron Electronics, Inc.
900 East Karcher Road
Nampa, ID  83687
Attention:     T. Erik Oaas
               Executive Vice President - Finance
               and Chief Financial Officer
               Telephone:     (208) 893-3805
               Facsimile:     (208) 898-7395

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent

Address for Notices of Borrowing and
Notices of Conversion/Continuation:

Bank of America National Trust
  and Savings Association
Agency Management Services #5596
1850 Gateway Boulevard, 11th Floor
Concord, CA  94520-3281
Attention:     Blanca Vinje
               Sr. Associate Agency Officer
               Telephone: (510) 675-8432
               Facsimile: (510) 675-8500

Notices (other than Notice of Borrowing
and Notices of Conversion/Continuation):

Bank of America National Trust
  and Savings Association
Credit Products - High Technology - #3697
555 California Street, 41st Floor
San Francisco, CA  94104-1502
Attention:     Michael J. McCutchin
               Managing Director
               Telephone:     (415) 622-4589
               Facsimile:     (415) 622-2385

Bank of America National Trust
  and Savings Association
Credit Products - High Technology - #3697
555 California Street, 41st Floor
San Francisco, CA  94104-1502
Attention:     Carl Fye
               Telephone:     (415) 953-6903
               Facsimile:     (415) 622-2385

Domestic and Offshore Lending Office:

Bank of America National Trust
  and Savings Association
ABA No. 121-000-358
1850 Gateway Boulevard, 4th Floor
Concord, CA  94520
Account No.:   12336-15795
Reference:     Micron Electronics, Inc.

U.S. BANK NATIONAL ASSOCIATION

U.S. Bank National Association
Oregon Commercial Banking Division
111 S.W. Fifth Avenue, Suite 400
Portland, OR  97204
Attention:     Ross A. Beaton
               Treasury Director
               Telephone:     (503) 275-3660
               Facsimile:     (503) 275-5795
Attention:     Richard Glassman
               Telephone:     (503) 275-5172
               Facsimile:     (503) 275-5795

ABN AMRO BANK, N.V.

ABN AMRO Bank, N.V.
600 University Street, Suite 2323
Seattle, WA  98101
Attention:     Lee-Lee Miao
               Telephone:     (206) 587-2330
               Facsimile:     (206) 682-5641

DEUTSCHE BANK AG

Deutsche Bank AG, New York Branch
and/or Cayman Islands Branch
50 California Street, Suite 1500
San Francisco, CA  94111
Attention:     Ross A. Howard
               Director
               Telephone:     (415) 439-5225
               Facsimile:     (415) 439-5215

FLEET NATIONAL BANK

Fleet National Bank
MA BOF 04 M
75 State Street
Boston, MA  02109
Attention:     Frank Benesh
               Vice President
               Telephone:     (617) 346-0617
               Facsimile:     (617) 346-0568

KEYBANK NATIONAL ASSOCIATION

KeyBank National Association
700 Fifth Avenue, 48th Floor
Seattle, WA  98104
Attention:     J.T. Taylor
               Assistant Vice President
               Telephone:     (206) 684-6037
               Facsimile:     (206) 684-6035

THE BANK OF NOVAL SCOTIA

The Bank of Noval Scotia
580 California Street, Suite 2100
San Francisco, CA  94104
Attention:     Maarten Van Otterloo
               Telephone:     (415) 616-4161
               Facsimile:     (415) 397-0791

THE SUMITOMO BANK, LIMITED

The Sumitomo Bank, Limited
Credit Control
777 South Figueroa Street, Suite 2600
Los Angeles, CA  90017-3138
Attention:     Amy Wong
               Telephone:     (213) 955-0801
               Facsimile:     (213) 623-6832

and

The Sumitomo Bank, Limited
1201 Third Avenue, Suite 5320
Seattle, WA  98101
Attention:     Bob Granfelt
               Vice President
               Telephone:     (206) 223-4050
               Facsimile:     (206) 623-8551