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                                                                   Exhibit 10.11

                              GATEWAY 2000,  INC.
                    DEFERRED COMPENSATION PLAN, AS AMENDED



1.   Purpose

     The name of this Plan is the Gateway 2000, Inc. Deferred Compensation Plan
     (the "Plan").  Its purpose is to provide certain key employees of Gateway
     2000, Inc. and its subsidiaries (the "Company") the opportunity to defer
     any sign-on bonus, future payments under the Management Incentive Plan
     and/or base salary otherwise payable to them.

2.   Effective Date and Duration
 
     The Plan, upon adoption by the Compensation Committee of the Board of
     Directors (the "Committee") will be effective March 25, 1996.  The Plan
     will remain in effect until it is terminated by the Committee.

3.   Eligibility

     Eligibility to participate in the Plan shall extend to employees who have
     been designated as eligible for awards under the Management Incentive Plan.
     A "Participant" in the Plan means an eligible employee who has elected to
     defer receipt or payment of all or a portion of any sign-on bonus, base
     salary and/or awards under the Management Incentive Plan under the terms of
     the Plan.

4.   Deferral Elections

     This deferral is effected by executing a Deferred Compensation Agreement
     ("Agreement"). The form of the Agreement will be established by the
     Committee. Each participant electing to participate will complete an
     Agreement and return it to Corporate Human Resources prior to the
     applicable date specified below. An election to defer, filed in accordance
     with this section, is binding and irrevocable except as specified below.
     New elections must be made each year. Election may be made as follows:

     a)   Base Salary--  Prior to the beginning of each 
          calendar year, a Participant may elect to defer 
          payment of 10 percent or more of their salary 
          to be paid for that year or any portion of that 
          year to a date or dates specified by the 
          Participant in the Agreement, provided that the 
          deferral period is not less than 24 months.
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     b)   Prior to the beginning of the Management Incentive
          Plan fiscal year a Participant may elect to defer 
          25% or more in equal 5% increments up to and 
          including 100% of the amount to be paid to the 
          individual pursuant to such Plan for such year to 
          a date or dates specified by the Participant in the
          Agreement, provided that the payment(s) does not 
          commence during the tax year in which it is earned.

     c)   Prior to receipt of any sign-on bonus, a participant 
          may elect to defer 25% or more in equal 5% increments 
          up to and including 100% of the amount to be paid 
          to the individual.

5.   Modifying a Deferral Election

     A Participant may modify their deferral election for base salary with
     respect to the following calendar year and for an Award under the
     Management Incentive Plan with respect to the following fiscal year.  This
     is done by notifying Corporate Human Resources in writing prior to the
     beginning of the calendar or fiscal year in which the Participant wishes to
     make a change.  No change may be made to an election which has been filed
     for a calendar year or fiscal year once that calendar year or fiscal year
     has begun.

6.   Deferred Compensation Accounts

     The Company will establish and maintain a separate deferred compensation
     account ("Account") for each Participant. On the first business day of each
     calendar year and on the date of final payment from the Account, the
     Company will credit the Account with interest on the outstanding account
     balance (principal and interest to date). The annual rate of interest will
     be established by the Committee prior to the election period. The Committee
     may establish additional investment options for Participant Accounts.

7.   Payment of Deferred Compensation

     A Participant may elect to receive the payment(s) of deferred compensation
     only in cash in annual installments as elected on the Deferred Compensation
     Agreement or in a lump sum.

8.   Termination of Employment

     a)   Retirement -- In the event that a Participant retires before all
          deferred compensation is paid from the Account, the Account balance
          shall continue to be maintained by the Company for the benefit of the
          Participant and paid in accordance with the Agreement.

     b)   Other Termination -- In the event a Participant dies or leaves the
          Company for any other reason, the full Account balance will be paid
          within 90 days of the date of death or termination. In the event of
          death, payment will be made to the designated beneficiary (or
          beneficiaries) or the Participant's estate. In the event of
          termination due to total disability, payment will be made to the
          Participant or the Participant's legal representative. Interest shall
          be credited through the date of termination at the rate applicable at
          that time. Total disability is defined as any condition that would
          qualify a participant to receive benefits

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          from the Company's Long Term Disability Plan.

9.   Benefit Plans

     The amount of a Participant's base salary and/or award under the Management
     Incentive Plan which is deferred under the Plan shall be deemed to be
     compensation for purposes of calculating benefits under any other plan(s)
     of the Company, such compensation prior to deferral is deemed eligible in
     such other plan(s).

10.  Financial Hardship

     Notwithstanding the time and frequency of the date of payment of deferred
     compensation designated in the Agreement or in paragraph 6 thereof, the
     Committee may authorize, upon written application by the Participant, the
     acceleration of deferred payments (including a lump sum payment), provided
     that the requesting party can substantiate to the reasonable satisfaction
     of the Committee that the adherence to the Agreement would result in severe
     financial hardship to the Participant. A bonafide financial hardship must
     be the result of an unanticipated event. This accelerated payment shall not
     exceed the amount required to meet the financial need of the Participant.

11.  Early Withdrawal Penalty

     Notwithstanding the provisions of paragraph 10 and subject to a penalty
     equal to 10 percent of the amount withdrawn, a Participant may request the
     early distribution of all or any portion of the Account balance (amounts
     less than $5,000 will be paid out in full) at any time in the sole
     discretion of the Committee. This request must be made in writing to the
     Committee. The amount requested, less the 10 percent penalty and applicable
     tax withholding, will be distributed to the Participant within 30 days of
     Committee approval. Interest will be credited through the date the payment
     is made.

12.  Participant's Rights

     Establishment of or participation in the Plan in no way constitutes a
     contract or agreement of continued employment of the Participant by the
     Company for any fixed period of time or the right to receive any benefits
     not specifically provided in the Plan. All Deferred Compensation shall
     remain the sole property of the Company, subject to the claims of its
     general creditors and available for its use for whatever purposes are
     desired. With respect to amounts deferred or otherwise held for the account
     of a Participant, the Participant is a general creditor of the Company. The
     obligation of the Company thereunder is purely contractual and shall not be
     funded or secured in any way. The Company shall not segregate assets,
     create any security interest or encumber its assets in order to provide for
     the payment(s) of the balance(s). Notwithstanding the preceding sentence,
     the Company may in its sole discretion establish an irrevocable grantor
     trust, the assets of which shall not be subject to the claims of the
     Company's creditors in the event of the Company's bankruptcy or insolvency.
     If such a trust is established, benefits payable under the Plan shall be
     paid from this trust to the extent not otherwise paid from the Company's
     general assets.

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13.  Non-alienability and Non-transferability

     The rights of a Participant to the payment of deferred compensation as
     provided in the Plan shall not be assigned, transferred, pledged or
     encumbered or be the subject in any manner to alienation or anticipation.
     No Participant may borrow against the deferred Account.

14.  Administration

     The Compensation Committee of the Board of Directors is responsible for the
     Plan administration and is authorized to interpret the terms and provisions
     of the Plan and to adopt such rules and regulations for the administration
     of the Plan as it deems advisable. It may delegate routine administrative
     matters as appropriate.  The decisions of the Committee are binding on all
     parties.

15.  General Provisions

     Except to the extent superseded by federal law, the laws of the State of
     South Dakota will be controlling in all matters relating to the Plan. To
     the extent required by the laws in effect at the time the compensation is
     earned or deferred compensation payments are made, the Company shall
     withhold from current compensation, or the deferred compensation payments,
     any taxes required to be withheld for federal, state or local government
     purposes.

16.  Amendment and Termination
 
     The Committee may, at any time or from time to time, amend, modify, or
     terminate the Plan, and pay Participants the balance in their Accounts in
     the event changes in regulations or control of the Company (as defined by
     the Committee) make continued deferrals undesirable. However, no amendment,
     modification or termination of the Plan will, without the consent of a
     Participant, adversely affect the Participant's rights with respect to
     amounts then accrued in the Account.