Exhibit 10.17




January 19, 1998

Mr. David Robino
26 Emily Road
Far Hills, NJ  07931

Dear Dave,

I  am excited about us working together.  I want you to be by  my
side  as  Gateway moves to the "next level."  I need you to  help
build  the  company, which has great potential but  depends  upon
great  people  and leadership to see it live up to  its  promise.
Gateway  can be truly a company that others envy; a company  that
is   socially  responsible  and  truly  designed  for  the   next
millennium; a company that people would be jazzed to be  able  to
work for; and a company that customers trust, respect, admire and
count  on.   Great people and fanatical customer loyalty  is  the
foundation that leads to great financial success.

I  am  pleased  to  offer  you  the position  of  Executive  Vice
President and Chief Administrative Officer of Gateway 2000  under
the following terms (for defined terms, see Exhibit A):

Title:  Executive Vice President and Chief Administrative Officer

Role  and Responsibilities:  Reporting shall be directly  to  the
CEO.   Responsibilities  shall  be commensurate  with  and  shall
include the areas set forth in my letter to you of December 5.

Salary and Bonus:  $450,000 annual salary (pro-rated in the  case
of  a  partial year), plus incentive bonus up to 100%  of  salary
targeted  at  65%,  as determined by the Board  of  Directors  or
Compensation  Committee.  You shall receive a minimum  bonus  for
1998 of $100,000.

Initial Options:  Initial grant of options ("Initial Options") to
purchase 200,000 shares exercisable at fair market value on  date
of  grant,  with a ten-year term (except as provided  below)  and
subject  to  our  standard 4 year vesting.  Full vesting  of  the
Initial  Options shall occur upon (i) Termination Without  Cause,
(ii)  Termination  for Good Reason or (iii)  Change  in  Control.
Full  vesting  of  the Initial Options shall also  occur  upon  a
Nonrenewal of Employment Term (as defined herein).  In the  event
of termination as a result of death or Disability, the portion of
the  Initial Options that would otherwise have vested as a result
of  lapse  of time during the twenty-four month period  following
such  event  shall immediately become exercisable and  any  other
unvested portion shall lapse.  The exercise period of the  vested
portion  of  the Initial Options shall cease one (1)  year  after
termination  in the case of termination as a result of  death  or
Disability,  Termination  without  Cause,  Termination  for  Good
Reason,  Nonrenewal of Employment Term or a termination  for  any
reason whatsoever occurring on or after a Change in Control  and,
in  all  other  cases, ninety (90) days after  termination.   The
Initial  Options will be granted under Gateway's  1996  Long-Term
Incentive Equity Plan ("Plan") and shall be subject to the  terms
of the Plan.

Recurring  Options: Eligible for additional options  starting  in
1999.  Targeted at options to purchase 30,000 shares twice a year
based  on  a $30 stock price (i.e., targets subject to adjustment
based  on  Black-Scholes value), in each case subject to approval
of the Board of Directors or Compensation Committee in accordance
with the Plan or other applicable Gateway stock option plan.  The
terms  of  such  options shall be established  by  the  Board  of
Directors or Compensation Committee at the time of grant.

Up-front  Sign-On  Bonus:  Signing bonus  of  $500,000  in  cash,
payable within ten (10) days of commencement of employment.

Relocation:  Reimbursement for reasonable relocation expenses  on
an  after-tax basis in accordance with Gateway's relocation  plan
including   reasonable  loss  on  sale  of   current   home   and
reimbursement of reasonable temporary living expenses.

Term:  The  initial  employment term shall end thirty-six  months
after  commencement  of employment ("Initial  Employment  Term");
provided  that  the  Initial  Employment  Term  hereunder   shall
terminate  earlier  upon  your death, Termination  for  Cause  or
Disability  by  the  Company, Termination Without  Cause  by  the
Company, Termination for Good Reason by you, Termination  without
Good  Reason  by  you  or Termination as a result  of  Change  in
Control by you ("Termination Events").  At the end of the Initial
Employment Term, the Employment Term shall thereafter be extended
on  the  same terms then in effect for successive additional  one
(1) year periods unless either party gives the other party thirty
(30)  days  prior written notice prior to the end of the  Initial
Employment  Term or any then current additional term, subject  to
earlier  termination  on the occurrence of a  Termination  Event.
Your  period of employment hereunder shall be referred to as  the
"Employment Term."

Change   of  Control,  Termination  Without  Cause,  Etc.:   Upon
(i)  Termination Without Cause, (ii) Termination for Good Reason,
(iii) Nonrenewal of Employment Term or (iv) termination by you or
the  Company of your employment for any reason whatsoever  (other
than  Cause) within six (6) months after the effective date of  a
Change  in  Control  ("Termination  as  a  result  of  Change  in
Control"),  you  will receive in a lump sum, within  twenty  (20)
days  thereafter, an amount equal to three (3) times the  sum  of
your  then current annual base salary (prior to any deduction  in
violation  hereof)  and annual incentive bonus  (being  prior  to
January  1,  1999, your target bonus and thereafter  the  highest
such  bonus for any of the last two completed fiscal years up  to
but  not in excess of your then current annual base salary (prior
to  any  deduction in violation hereof)).  Such payment shall  be
your  sole  remedy  for such termination of the  Employment  Term
except  as  specifically provided herein.   In  the  event  of  a
Termination by you as a result of Change in Control,  you  agree,
at the Company's request made within ten (10) days of your giving
notice  of  termination as a result of a Change  in  Control,  to
either  (as  requested  by the Company)  (i)  continue  full-time
service  to  the  Company for a transition  period  ending  three
months  after the effective date of the Change in Control  unless
terminated  earlier by the Company or by you for Good  Reason  or
(ii)  provide senior level consulting services as an employee  on
the  compensation terms then in effect for up to  a  three  month
period after the effective date of the Change in Control.

Excise  Tax:   In  the  event  any  payment  in  the  nature   of
compensation made, directly or indirectly, by the Company to  you
which  is  contingent on a change in the ownership  or  effective
control  of  the  Company or in the ownership  of  a  substantial
portion  of  the assets of the Company (such terms  having  their
respective meanings under Code Section 280G) is subject to excise
tax  pursuant  to  Section 4999 of the Internal Revenue  Code  of
1986,  as  amended  ("Code"), on "excess parachute  payments"  as
defined in Code Section 280G (an "Excise Tax"), the Company shall
pay   you  an  amount  equal  to  such  Excise  Tax  ("Additional
Compensation") but without further reimbursement to you  for  any
Excise  Tax  or  additional taxes payable with  respect  to  such
Additional  Compensation.  You agree, in the  event  you  believe
that  you are required to pay any such Excise Tax, to afford  the
Company  the reasonable ability, after it has paid you  any  such
amount  then  due, to contest the imposition of such Excise  Tax.
In  the  event the amount you would receive after the application
of  the  immediately preceding sentence, net  of  all  applicable
income,  excise  and payroll taxes, is less than the  amount  you
would  receive, net of all applicable income, excise and  payroll
taxes, if your total compensation were reduced to a level that is
the maximum amount that you could receive without there being any
"excess  parachute  payment" under Code  Section  280G  (the  "No
Parachute Maximum"), your compensation shall be reduced to the No
Parachute  Maximum by reducing the lump sum payment  due  to  you
hereunder.

Life and Disability Insurance:  In addition to any life insurance
benefits  generally available to you as a senior  executive,  the
Company will pay the premiums for a $1,000,000 term life and lump
sum  Disability insurance policy for the initial 12-month  period
during the Employment Term only and a $500,000 term life and lump
sum  Disability  insurance  policy for  the  succeeding  12-month
period  of  the Employment Term only (together in each case  with
any  amount to reimburse you, on after tax basis, for the  income
and  payroll  taxes, if any, payable by you due to the  Company's
payment  of such premiums and reimbursements), provided  that  if
you are not then insurable at standard rates for a person of your
age,  the  Company will purchase as much insurance as purchasable
at standard rates.

All   Terminations:   Accrued  Amounts  when   determinable   and
otherwise  due; and no other amounts shall be payable  except  as
provided herein.

Transition and Timing:  To be mutually agreed, but anticipated to
be starting the week of February 2, 1998.

Other:   (i)  Indemnification to the  full  extent  permitted  by
applicable  law and coverage with respect to claims (both  during
and  after employment) relating to your period of service  during
the  Employment Term under the Company's directors  and  officers
insurance   policy   (as   in  effect   from   time   to   time),
(ii)  participation in all benefits, fringe, incentive and equity
compensation  plans  (provided that  any  specific  benefits  and
rights  hereunder shall be netted against any such other  similar
benefits  and  plans)  that  are generally  available  to  senior
executives to the extent you are eligible to participate therein;
and (iii) payment of your reasonable out-of-pocket legal fees and
disbursements for reviewing this arrangement and reimbursement of
your   reasonable  out-of-pocket  legal  fees  and  disbursements
relating to any claim in which you obtain a final judgment  of  a
court of competent jurisdiction against the Company for breach of
this  letter if you materially prevail in the matters  raised  in
such  litigation.  All payments and benefits provided under  this
letter shall be subject to withholding for applicable income  (or
similar)  taxes.  As a Company executive, you shall be  bound  by
the  terms  of the Company's Nondisclosure/Intellectual  Property
and  Non-Competition Agreements in the respective forms  attached
hereto,  the  provisions  of  which are  incorporated  herein  by
reference.

Dave,  I am very anxious to finalize this offer and excited about
the opportunity to work with you.

Sincerely,



Ted Waitt, Chairman
Chief Executive Officer




The  above  offer is made upon reliance of Dave's  representation
that  he  is  free  to  accept the offer and  commence  exclusive
employment  with  the  Company as of  the  date  of  commencement
contemplated  hereby without restriction from any employer  other
than  the Company (other than confidentiality obligations arising
either  at law or under agreement(s) heretofore provided  to  the
Company), provided the foregoing shall not prevent you from being
involved  in  charitable  activities or  managing  your  personal
investments  (which shall exclude investments in  competitors  of
the  Company posted at the time of investment other than  passive
investments of a less than five percent equity or debt  interest)
provided such activities do not in any event materially interfere
with  the performance of your duties hereunder.  This letter  may
not  be  assigned by you or the Company other than by the Company
in  connection  with a sale of all or substantially  all  of  its
assets or by law as a result of a merger or consolidation.   Upon
acceptance hereof this letter shall be binding upon and inure  to
the  benefit  of  the parties and their successors  or  permitted
assigns  in  accordance  with  the  terms  hereof.   This  letter
constitutes  the entire agreement of the parties  and  supersedes
all  other prior agreements and understandings, both written  and
oral,  among the parties, and shall be governed by and  construed
in  accordance  with  the internal laws of  the  State  of  South
Dakota.


ACCEPTED AND AGREED TO:



________________________
David Robino

                           EXHIBIT A


Cause shall mean (a) your material breach of any of the terms  of
the  Nondisclosure/Intellectual Property Agreement  or  the  Non-
Competition  Agreement, or your representation and  agreement  to
provide services on an exclusive basis to the Company during  the
Employment  Term,  which breach in any case is not  cured  within
twenty   (20)  days  of  written  notice  thereof;  (b)   willful
misconduct  with  regard  to  the Company  or  gross  neglect  or
dereliction  of duty resulting in either such case,  in  material
economic harm to the Company; (c) failure to follow (or  in  good
faith  attempt to follow) the reasonable lawful written direction
of  the  Company's  Chairman or CEO or  Board  of  Directors;  or
(d)  conviction  of,  or pleading nolo contendere  to,  a  felony
(other  than  a felony predicated on your vicarious liability  or
involving  a  routine  traffic  violation)  or  any  other  crime
involving securities fraud or theft of substantial assets of  the
Company.   Vicarious liability shall mean any liability which  is
based on acts of the Company for which you are charged solely  as
a  result of your offices with the Company and in which you  were
not  directly involved or had prior knowledge of such actions  or
intended  actions with, in either case, knowledge  or  reasonable
belief that a law was being violated.

Disability shall mean you are then incapable or absent from  your
duties  with the Company on a full-time basis because of physical
or  mental  incapacity to perform your material duties  and  have
been so for 180 days.

Termination  for  Disability shall  mean  a  termination  by  the
Company while and as a result of your Disability.

Termination  Without  Cause shall mean  any  termination  by  the
Company during the Employment Term other than for Cause or  as  a
result  of death or Disability.  A Nonrenewal of Employment  Term
shall be treated the same as a Termination Without Cause.

Good  Reason  shall  mean  (a) any diminution  in  title  or  any
material  diminution  in authority, responsibility  or  reporting
lines  not  commensurate  with your position  including  but  not
limited  to  as  a material diminution maintaining  your  current
position but in an entity that is a subsidiary of another  entity
and  not in the ultimate parent company or (b) any other material
breach by the Company of this letter, which in either case is not
cured  within twenty days of written notice thereof.   Your  sole
remedy  for any breach of this letter by the Company which  would
provide you with a right to terminate with Good Reason shall be a
Termination for Good Reason.

Termination for Good Reason shall mean a termination by you as  a
result  of  the  occurrence of a Good Reason event  that  remains
uncured  for the specified period.  Any notice of termination  of
employment for a specific Good Reason event shall be given within
180  days  after the first occurrence of the event on which  such
Good Reason termination is to be based.

Termination without Good Reason shall mean any termination by you
other than a Termination for Good Reason.

Nonrenewal of Employment Term shall mean the termination  of  the
Employment  Term  by the Company as a result of  notice  of  non-
extension given by the Company at least thirty (30) days prior to
the  end  of  the  Initial Employment Term or  any  then  current
additional  term. Any nonrenewal of the Employment  Term  by  you
shall not constitute a Nonrenewal of Employment Term for purposes
hereof  and  shall  be treated the same as a Termination  without
Good Reason.

Accrued Amounts shall mean (a) Base Salary, benefits, fringes and
expense   reimbursements  due  for  the  period  prior   to   any
termination,  (b)  any bonuses earned but unpaid  for  any  prior
fiscal  year and a pro rata bonus (based on period of service  in
the  current  fiscal  year provided at least  three  months  have
elapsed  in  such  year  prior to termination)  based  on  actual
achievement  against targets during the fiscal year and  (c)  any
other amounts due under the terms of any plan or program.

Change  in Control shall have the meaning set forth in the  Plan,
provided  that  no  Change in Control shall  be  deemed  to  have
occurred while Ted Waitt continues to serve as CEO or Chairman of
the Company (or if the Company becomes a subsidiary, its ultimate
parent  entity)  or,  in the case of a sale,  transfer  or  other
disposition  of  assets,  its successor  (or,  if  its  successor
becomes a subsidiary, its ultimate parent entity).