Exhibit 10.8


                       Gateway 2000, Inc.
              1996 Long-Term Incentive Equity Plan
                           As Amended
     
     
     1.   Purpose.  The 1996 Long-Term Incentive Equity Plan (the
"Plan")  is intended to promote the long-term success of  Gateway
2000,  Inc. (the "Company") and its stockholders by strengthening
the  Company's  ability  to attract and retain  highly  competent
managers  and other selected employees and to provide a means  to
encourage  stock  ownership  and  proprietary  interest  in   the
Company.

     2.    Term.   The  Plan  shall  become  effective  upon  its
ratification and approval by the affirmative vote of the  holders
of  a  majority  of  the  securities of the  Company  present  or
represented,  and entitled to vote at, a meeting of  stockholders
of  the Company, and shall terminate at the close of business  on
the  fifth  anniversary of such approval date  unless  terminated
earlier by the compensation Committee (as defined in Section  3).
After  termination of the Plan, no future awards may be  granted,
but  previously  granted  awards  shall  remain  outstanding   in
accordance  with  their applicable terms and conditions  and  the
terms and conditions of the Plan.

     3.   Plan  Administration.  A committee  (the  "Compensation
Committee")  appointed by the Board of Directors of  the  Company
(the  "Board") shall be responsible for administering  the  Plan.
The Compensation Committee shall be comprised of two or more non-
employee  members of the Board who shall qualify as disinterested
persons to administer the Plan as contemplated by (1) Rule  16b-3
under  the  Securities and Exchange Act of 1934, as amended  (the
"Exchange  Act"), or any successor rules; and (2) Section  162(m)
of  the  Internal Revenue Code of 1986, as amended (the  "Code").
The Compensation Committee shall have full and exclusive power to
interpret  the  Plan  and  to adopt such rules,  regulations  and
guidelines for carrying out the Plan as it may deem necessary  or
proper, and such power shall be executed in the best interests of
the company and in keeping with the objectives of the Plan.  This
power  includes but is not limited to selecting award recipients,
establishing   all  award  terms  and  conditions  and   adopting
modifications, amendments and procedures, as well  as  rules  and
regulations  governing awards under the Plan.  The interpretation
and  construction of any provision of the Plan or any  option  or
right   granted   hereunder  and  all   determinations   by   the
Compensation Committee in each case shall be final,  binding  and
conclusive with respect to all interested parties.

     4.   Eligibility.   Any  employee of the  Company  shall  be
eligible to receive one or more awards under the Plan.  "Company"
includes any entity that is directly or indirectly controlled  by
the  Company or any entity in which the Company has a significant
equity interest, as determined by the Compensation Committee.

     5.   Shares of Common Stock Subject to the Plan.  Subject to
the provisions of Section 6 of the Plan, the aggregate number  of
shares of Common Stock, $.01 par value, of the Company ("Shares")
which may be transferred to participants under the Plan shall  be
12,800,000.   The aggregate number of Shares that may  be  issued
under awards pursuant to Section 8.3 of the Plan shall not exceed
6,400,000 Shares, and the aggregate number of Shares that may  be
covered by awards granted to any single individual under the Plan
shall not exceed 1,000,000 Shares per fiscal year of the Company.
Any  or all of the Shares may be granted in the form of incentive
stock options ("ISOs") intended to comply with Section 422 of the
Code.

      Shares  subject  to  awards under the  Plan  which  expire,
terminate, or are canceled prior to exercise or, in the  case  of
awards  granted under Section 8.3, do not vest, shall  thereafter
be available for the granting of other awards.  Shares which have
been exchanged by a participant as full or partial payment to the
Company  in connection with any award under the Plan, also  shall
thereafter  be  available for the granting of other  awards.   In
instances where a stock appreciation right ("SAR") or other award
is settled in cash, the Shares covered by such award shall remain
available for issuance under the Plan.  Likewise, the payment  of
cash   dividends  and  dividend  equivalents  paid  in  cash   in
conjunction with outstanding awards shall not be counted  against
the Shares available for issuance.  Any Shares that are issued by
the  company,  and  any  awards  that  are  granted  through  the
assumption  of,  or  in  substitution  for,  outstanding   awards
previously  granted  by  acquired entity  shall  not  be  counted
against the Shares available for issuance under the Plan.

      Any Shares issued under the Plan may consist in whole or in
part of authorized and unissued Shares or of treasury Shares, and
no  fractional Shares be issued under the Plan.  Cash may be paid
in  lieu of any fractional Shares in settlements of awards  under
the Plan.

     6.   Adjustments.  In the event of any stock dividend, stock
split,  combination or exchange of Shares, merger, consolidation,
spin-off,  recapitalization  or other  distribution  (other  than
normal cash dividends) of Company assets to stockholders, or  any
other  change affecting Shares or Share price, such proportionate
adjustments,  if  any,  as  the  Compensation  Committee  in  its
discretion may deem appropriate to reflect such change  shall  be
made with respect to (1) the aggregate number of Shares that  may
be issued under the Plan, the aggregate number of Shares that may
be  issued pursuant to Section 8.3 of the Plan, and the aggregate
number  of  Shares  that may be granted to any single  individual
under  the Plan; (2) each outstanding award made under the  Plan;
and  (3)  the exercise price per Share for any outstanding  stock
options, SARs or similar awards under the Plan.

     7.   Fair  Market  Value.   "Fair  Market  Value,"  for  all
purposes under the Plan, shall mean the closing price of a  Share
as  reported daily in The Wall Street Journal or similar, readily
available public source for the date in question.  If no sales of
Shares  were made on such date, the closing price of a  Share  as
reported for the preceding day on which a sale of Shares occurred
shall be used.

     8.   Awards.  The Compensation Committee shall determine the
type or types of award(s) to be made to each participant.  Awards
may  be granted singly, in combination or in tandem.  Awards also
may  be made in combination or in tandem with, in replacement of,
as  alternatives to or as the payment form for grants  or  rights
under  any  other  compensation plan or  individual  contract  or
agreement of the Company including those of any acquired  entity.
The types of awards that may be granted under the Plan are:

        8.1.   Stock  Options.   A stock option  is  a  right  to
purchase  a specified number of Shares during a specified  period
as  determined by the Compensation Committee.  The purchase price
per  Share for each stock option shall be not less than  100%  of
Fair  Market Value on the date of grant, except if a stock option
is  granted retroactively in tandem with or as a substitution for
a  SAR,  the exercise price may be no lower than the Fair  Market
Value of a Share as set forth in award agreements for such tandem
or  replaced SAR.  A stock option may be in the form  of  an  ISO
which,   in  addition  to  being  subject  to  applicable  terms,
conditions   and  limitations  established  by  the  Compensation
Committee, complies with Section 422 of the Code.  The  price  at
which Shares may be purchased under a stock option shall be  paid
in  full  by the optionee at the time of the exercise in cash  or
such  other  method  permitted  by  the  Compensation  Committee,
including (1) tendering Shares (with prior approval of the  Chief
Executive Officer if Shares are owned less than six months);  (2)
authorizing  a  third party to sell the Shares (or  a  sufficient
portion  thereof)  acquired upon exercise of a stock  option  and
assigning  the delivery to the Company of a sufficient amount  of
the sale proceeds to pay for all the Shares acquired through such
exercise; or (3) any combination of the above.

        8.2.   SARs.   A SAR is a right to receive a payment,  in
cash  and/or Shares, equal to the excess of the Fair Market Value
of  a specified number of Shares on the date the SAR is exercised
over the Fair Market Value on the date the SAR was granted as set
forth in the applicable award agreement; except that if a SAR  is
granted  retroactively in tandem with or in  substitution  for  a
stock  option, the designated Fair Market Value set forth in  the
award agreement shall be no lower than the Fair Market Value of a
Share for such tandem or replaced stock option.

        8.3.   Stock  Awards.  A stock award is a grant  made  or
denominated  in  Shares or units equivalent in value  to  Shares.
All  or part of any stock award may be subject to conditions  and
restrictions  established by the Compensation Committee,  as  set
forth  in the applicable award agreement, which may include,  but
are  not  limited to, continuous service with the Company  and/or
the  achievement of performance goals.  The performance  criteria
that  may  be  used by the Compensation Committee in  granting  a
stock  award  contingent on performance goals  shall  consist  of
earnings,  earnings per share, revenues, profit  growth,  profit-
related  return  ratios, cash flow or total  stockholder  return.
The  Compensation Committee may select one criterion or  multiple
criteria  for measuring performance, and the measurement  may  be
stated in absolute terms or relative to comparable companies.

      Notwithstanding anything to the contrary contained  in  the
Plan, the Compensation Committee may grant a stock award which is
not  contingent  on performance goals or which is  contingent  on
performance goals other than those specified in this Section 8.3,
provided  the  Compensation Committee shall have determined  that
such  award  is  not  required to satisfy  the  requirements  for
"qualified performance-based compensation" within the meaning  of
Section 162(m) of the Code.

     9.   Dividends  and Dividend Equivalents.  The  Compensation
Committee  may  provide  that  any awards  under  the  Plan  earn
dividends  or dividend equivalents.  Such dividends  or  dividend
equivalents  may  be  paid currently or  may  be  credited  to  a
participant's  account.  Any crediting of dividends  or  dividend
equivalents may be subject to such restrictions and conditions as
the  Compensation Committee may establish, including reinvestment
in additional Shares or Share equivalents.

     10.  Deferrals and Settlements.  Payment of awards may be in
the form of cash, stock, other awards or combinations thereof  as
the  Compensation Committee shall determine at the time of grant,
and  with  such restrictions as it may impose.  The  Compensation
Committee  also may require or permit participants  to  elect  to
defer the issuance of Shares or the settlement of awards in  cash
under  such  rules and procedures as it may establish  under  the
Plan.  It also may provide that deferred settlements include  the
payment or crediting of interest on the deferral amounts, or  the
payment  or crediting of dividend equivalents where the  deferral
amounts are denominated in Shares.

     11.   Transferability  and Exercisability.   Awards  granted
under the Plan shall not be transferable or assignable other than
(1)  by will or the laws of descent and distribution; (2) by gift
or other transfer of an award to any trust or estate in which the
original  award  recipient or such recipient's  spouse  or  other
immediate relative has a substantial beneficial interest, or to a
spouse  or  other  immediate relative,  provided  that  any  such
transfer is permitted by Rule 16B-3 under the Exchange Act as  in
effect  when such transfer occurs and the Board does not  rescind
this  provision  prior to such transfer; or  (3)  pursuant  to  a
qualified  domestic  relations order (as defined  by  the  Code).
However, any award so transferred shall continue to be subject to
all   the  terms  and  conditions  contained  in  the  instrument
evidencing such award.

      In  the event that a participant terminates employment with
the Company to assume a position with a governmental, charitable,
educational  or  other non-profit institution,  the  Compensation
Committee may subsequently authorize a third party, including but
not  limited to a "blind" trust, to act on behalf of and for  the
benefit of such participant regarding any outstanding awards held
by  the participant subsequent to such termination of employment.
If  so permitted by the Compensation Committee, a participant may
designate  a beneficiary or beneficiaries to exercise the  rights
of  the  participant and receive any distribution under the  Plan
upon the death of the participant.

     12.   Award  Agreements.  Awards under  the  Plan  shall  be
evidenced by agreements as approved by the Compensation Committee
that  set  forth the terms, conditions and limitations  for  each
award, which may include the term of an award (except that in  no
event shall the term of any ISO exceed a period of ten years from
the  date  of its grant), the provisions applicable in the  event
the  participant's  employment terminates, and  the  Compensation
Committee's  authority  to  unilaterally  or  bilaterally  amend,
modify,  suspend, cancel or rescind any award.  The  Compensation
Committee  need not require the execution of any such  agreement,
in  which  case acceptance of the award by the participant  shall
constitute agreement to the terms of the award.

     13.    Foreign  Participation.   In  order  to  assure   the
viability  of awards granted to participants employed in  foreign
countries,  the  Compensation  Committee  may  provide  for  such
special  terms  as  it may consider necessary or  appropriate  to
accommodate  differences  in local law,  tax  policy  or  custom.
Moreover, the Compensation Committee may approve such supplements
to,  or  amendments, restatements or alternative versions of  the
Plan  as  it  may  consider  necessary or  appropriate  for  such
purposes  without thereby affecting the terms of the Plan  as  in
effect   for   any  other  purposes;  provided  that,   no   such
supplements,  amendments, restatements  or  alternative  versions
shall  increase the Share limitations contained in Section  5  of
the Plan.

     14.    Acceleration   and   Settlement   of   Awards.    The
Compensation Committee shall have the discretion, exercisable  at
any  time  before  a sale, merger, consolidation, reorganization,
liquidation  or change of control of the Company, as  defined  by
the  Compensation Committee, to provide for the  acceleration  of
vesting  and for settlement, including cash payment of  an  award
granted   under  the  Plan,  upon  or  immediately   before   the
effectiveness  of  such event.  However, the granting  of  awards
under the Plan shall in no way affect the right of the Company to
adjust, reclassify, reorganize or otherwise change its capital or
business   structure,   or   to  merge,  consolidate,   dissolve,
liquidate,  sell or transfer all or any portion of its businesses
or assets.
     
     14A.  Change of Control
     
     14A.1.   Additional Option Grant; Substituted  Options.   In
the event of a Change of Control as defined in Section 14A.2(a):

     (a) All employees who received a grant of options under this
Plan  in  the twelve months preceding the effective date of  such
Change in Control shall receive a grant of options, effective  as
of  the  day  preceding  such Change in  Control,  equal  to  the
aggregate  number  of options granted to such  employee  in  such
twelve-month  period, provided that any such grant  shall  comply
with  Section 162 (m) of the Code.  All such options  shall  vest
100% twenty-four months from the date of grant unless vesting  is
accelerated as provided below.
     
     (b)  All outstanding options that are not exercisable on the
date  of  a  Change  in  Control, including any  options  granted
pursuant  to  paragraph  (a)  above,  shall  immediately   become
exercisable  in full upon such Change in Control unless,  in  the
case of a Change in Control described in Section 14A.2 (a) (i) or
(iii), the acquiring company has agreed in writing to assume  the
option  obligation by substituting options of its own  which  are
comparable in all respects to the outstanding options  under  the
Plan  (including  the provisions of paragraph (a)  (iii)  below),
with each such substituted option appropriately adjusted to apply
to  the  number  and class of securities which  would  have  been
issuable  to  the  holder thereof had the option  been  exercised
immediately   prior   to  such  Change  in   Control   (including
adjustments to the number and exercise price of such options).

     (iii)  Notwithstanding  anything  to  the  contrary  in  the
foregoing  or  elsewhere  in  the  Plan,  in  the  event   of   a
participant's Involuntary Termination within eighteen (18) months
of the effective date of a Change in Control described in Section
14A.2  (a)  (i)  or (iii), such termination shall be  treated  as
approved  by the Compensation Committee for purposes  of  all  of
such  participant's  option award agreements,  and  all  of  such
participant's  then  outstanding  nonexercisable  options   shall
become exercisable in full as of midnight of the day before  such
termination.

     14A.2 Definitions. (a) For purposes hereof, the term "Change
in   Control"  shall  mean  (i)  the  acquisition,  directly   or
indirectly by any person or related group of persons (other  than
the Company or a person that directly or indirectly controls,  is
controlled by, or is under common control with, the Company),  of
beneficial  ownership (within the meaning of Rule  13d-3  of  the
1934  Act) of securities possessing more than fifty percent (50%)
of  the  total  combined  voting power of  Company's  outstanding
securities  pursuant to a tender or exchange offer made  directly
to   the  Company's  stockholders,  or  (ii)  a  change  in   the
composition  of  the  board  over a  period  of  thirty-six  (36)
consecutive  months  or less such that a majority  of  the  Board
members ceases to be comprised of individuals who either (A) have
been  Board  members  continuously since the  beginning  of  such
period  or  (B)  have  been initially elected  or  nominated  for
election  as  Board  members during such period  by  at  least  a
majority  of the board members described in clauses (A)  and  (B)
who  were still in office at the time such election or nomination
was  approved  by  the Board, (iii) a merger or consolidation  in
which securities possessing more than fifty percent (50%) of  the
total   combined  voting  power  of  the  Company's   outstanding
securities are transferred to a person or persons different  from
the  persons holding those securities immediately prior  to  such
transaction,  or (iv) the sale, transfer or other disposition  of
all  or substantially all of the Company's assets or the complete
liquidation or dissolution of the Company.

      (b) For purposes hereof, the term "Involuntary Termination"
shall  mean  any  of  the  following changes  in  the  terms  and
conditions of an employee's employment:

          (i)    an involuntary termination of employment for any reason
            other than death, entitlement to benefits under the Company's
            long-term disability plan or Cause;
          (ii)   a reduction in his or her level of compensation
            (including base salary), fringe benefits and participation in
            corporate performance based bonus or incentive programs;
          (iii)  a change in his or her position with the Company which
            materially reduces his or her level of job responsibility and/or
            authority; or
          (iv)   without the employee's consent, the relocation of the
            employee's regular assigned workplace by more than 50 additional
            miles from his or her residence.

      (c)  For purposes hereof, the term "Cause" shall mean:  (i)
the  willful  and  continued failure of an  employee  to  perform
substantially  the  employee's duties  with  the  Company  or  an
affiliate (other than a failure resulting from an incapacity  due
to physical or mental illness), after written notice specifically
identifying any such failures has been delivered to the  employee
and  the  employee  has been given an opportunity  to  cure  such
failures;  (ii) the willful engaging by the employee  in  illegal
conduct  or gross misconduct which is materially and demonstrably
injurious  to  the Company; (iii) the commission of  any  act  of
fraud, embezzlement or dishonesty by the participant; or (iv) any
unauthorized  use  or disclosure by such person  of  confidential
information or trade secrets of the Company or any subsidiary  of
the Company.

           14A.3  Parachute  Payments.  In  the  event  that  the
aggregate  present value of payments to a participant under  this
Plan  and/or  under  any  other  plan,  program,  or  arrangement
maintained  by  the  Company  constitutes  an  "excess  parachute
payment" (within the meaning of Code Section 280G(b) (1)) and the
excise tax on such payment would cause the net parachute payments
(after  taking into account federal and state income  and  excise
taxes)  to which such participant would otherwise be entitled  to
be  less  than  what  such participant would have  netted  (after
taking  into  account  federal and state income  taxes)  had  the
present  value  of  such participant's total  parachute  payments
equaled  $1.00   less than three times his or her  "base  amount"
(within the meaning of Code Section 280G (b) (3) (A)), unless the
Company  and the affected individual(s) otherwise have agreed  by
separate contract or award, his or her total "parachute payments"
(within  the meaning of Code Section 280G (b) (2) (A))  shall  be
reduced  (but  by  the  minimum possible amount)  so  that  their
aggregate  present value equals $1.00 less than three times  such
base  amount.   For  purposes of this calculation,  it  shall  be
assumed  that  such participant's tax rate will  be  the  maximum
marginal federal and state income tax rate on earned income, with
such  maximum  federal rate to be computed with  regard  to  Code
Section  1(g), if applicable.  In the event that the  participant
and  the  Company  are unable to agree as to the  amount  of  the
reduction described above, if any, the participant shall select a
law  firm or accounting firm from among those regularly consulted
(during the twelve-month period immediately prior to the relevant
change  of  control) by the Company regarding federal income  tax
matters, and such law firm or accounting firm shall determine the
amount  of such reduction and such determination shall  be  final
and binding upon the participant and the Company.

     15.   Plan  Amendment.   The Plan  may  be  amended  by  the
Compensation  Committee as it deems necessary or  appropriate  to
better  achieve  the purposes of the Plan, except  that  no  such
amendment  shall  be made without the approval of  the  Company's
stockholders which would increase the number of Shares  available
for issuance in accordance with Sections 5 and 6 of the Plan,  or
cause  the  Plan not to comply with Rule 16b-3 (or any  successor
rule) under the Exchange Act or Section 162(m) of the Code.   The
Board  may  suspend the Plan or terminate the Plan at  any  time;
provided  that,  that  no  such  action  adversely  affects   any
outstanding benefit.  Any Shares authorized under Section  5  (or
any  amendment thereof) with respect to which no Award is granted
prior  to  termination of the Plan, or with respect to  which  an
Award  is terminated, forfeited or canceled after termination  of
the  Plan,  shall automatically be transferred to any  subsequent
long-term incentive equity plan for employees of the Company.

     16.   Tax Withholding.  The Company shall have the right  to
deduct  from  any  settlement of an award made  under  the  Plan,
including the delivery or vesting of Shares, a sufficient  amount
to  cover  withholding  of  any federal,  state  or  local  taxes
required by law, or to take such other action as may be necessary
to  satisfy  any such withholding obligations.  The  Compensation
Committee may, in its discretion and subject to such rules as  it
may  adopt, permit participants to use Shares to satisfy required
tax  withholding  (with  prior approval of  the  Chief  Executive
Officer if Shares are owned less than six months) and such Shares
shall  be  valued at the Fair Market Value as of  the  settlement
date of the applicable award.

     17.   Registration  of  Shares.  Notwithstanding  any  other
provision  of  the Plan, the Company shall not  be  obligated  to
offer  or  sell any Shares unless such Shares are  at  that  time
effectively  registered  or exempt from  registration  under  the
Securities Act of 1933, as amended (the "Securities Act") and the
offer  and  sale of such Shares are otherwise in compliance  with
all   applicable  federal  and  state  securities  laws  and  the
requirements of any stock exchange or similar agency on which the
Company's  securities may then be listed or quoted.  The  Company
shall have no obligation to register the Shares under the federal
securities  laws or take any other steps as may be  necessary  to
enable  the Shares to be offered and sold under federal or  other
securities  laws.  Prior to receiving Shares, a Plan  participant
may be required to furnish representations or undertakings deemed
appropriate  by the Company to enable the offer and sale  of  the
Shares or subsequent transfers of any interest in such Shares  to
comply  with  the Securities Act and other applicable  securities
laws.   Certificates  evidencing Shares  shall  bear  any  legend
required  by,  or  useful for the purposes  of  compliance  with,
applicable securities laws, this Plan or award agreements.

     18.    Other  Benefit  and  Compensation  Programs.   Unless
otherwise  specifically determined by the compensation Committee,
settlements  of  awards received by participants under  the  Plan
shall  not be deemed a part of a participant's regular, recurring
compensation  for  purposes of calculating payments  or  benefits
from any Company benefit plan, severance program or the severance
pay  law  of  any country.  Further, the Company may adopt  other
compensation  programs,  plans  or  arrangements  as   it   deems
appropriate or necessary.

     19.   Unfunded  Plan.  Unless otherwise  determined  by  the
Compensation Committee, the Plan shall be unfunded and shall  not
create (or be construed to create) a trust or a separate fund  or
funds.   The  Plan shall not establish any fiduciary relationship
between the Company and any participant or other person.  To  the
extent  any person holds any rights by virtue of an award granted
under  the Plan, such rights shall be no greater than the  rights
of an unsecured general creditor of the Company.

     20.   Use  of Proceeds.  The cash proceeds received  by  the
Company from the issuance of Shares pursuant to awards under  the
Plan shall constitute general funds of the Company.

     21.   Regulatory Approvals.  The implementation of the Plan,
the  granting  of any award under the Plan, and the  issuance  of
Shares  upon  the exercise or settlement of any  award  shall  be
subject to the Company's procurement of all approvals and permits
required  by regulatory authorities having jurisdiction over  the
Plan,  the awards granted under it or the Shares issued  pursuant
to it.

     22.   Employment  Rights.  The Plan does  not  constitute  a
contract  of employment, and participation in the Plan  will  not
give  a  participant the right to continue in the employ  of  the
Company   on   a   full-time,  part-time  or  any  other   basis.
Participation in the Plan will not give any participant any right
or  claim  to  any benefit under the Plan, unless such  right  or
claim has specifically accrued under the terms of the Plan.

     23.   Governing Law.  The validity, construction and  effect
of  the Plan and any actions taken or relating to the Plan  shall
be  determined in accordance with the laws of the State of  South
Dakota and applicable federal law.

      24.  Successors and Assigns.  The Plan shall be binding  on
all  successors and assigns of a participant, including,  without
limitation,  the  estate of such participant  and  the  executor,
administrator  or  trustee of such estate,  or  any  receiver  or
trustee  in  bankruptcy or representative  of  the  participant's
creditors.