As filed with the Commission on September 22, 1997
                                
                  Registration No. 333-________
                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                         _______________
                                
                            Form S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                        ________________
                                
                       GATEWAY 2000, INC.
     (Exact name of registrant as specified in its charter)
                                
     DELAWARE                                      42-1249184
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
     

       610 Gateway Drive
       North Sioux City, South Dakota              57049
      (Address of Principal executive Offices)   (zip code)
     
     
             Gateway 2000, Inc. Retirement Savings Plan
     
     (Full Title of the plans)
     
     William M. Elliott, Esq.
     Senior Vice President, General Counsel and Corporate Secretary
     610 Gateway Drive
     North Sioux City, South Dakota  57049
     (Name and address of agent for service)
     
     (605) 232-2000
     (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
-----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------

Title of          Amount to   Proposed         Proposed      Amount of
Securities to be  be          Maximum          Maximum       Registration
Registered        registered  Offering Price   Aggregate     Fee
                  (1) (3)     per              Offering
                              Share (2)        Price
--------------------------------------------------------------------------------
<S>            <C>            <C>              <C>           <C>
Common Stock,  1,000,000      $33.22           $33,220,000   $10,066.67                               
par value      shares
$.01 per
share
--------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) promulgated under the
     Securities Act of 1933, as amended, this registration
     statement also covers an indeterminate amount of interests
     to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for the purposes of calculating the
     registration fee pursuant to Rule 457(h) promulgated under
     the Securities Act of 1933, as amended, based upon the
     average of the high and low sales prices reported per share
     of the Common Stock on the New York Stock Exchange on
     September 17, 1997, which was $33.22.

(3)  Pursuant to Rule 416(a), this registration statement shall
be deemed to cover any additional shares of Common Stock, par
value $.01 per share, which may be offered pursuant to the
Gateway 2000, Inc. Retirement Savings Plan.


PART I.  INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").  These documents and the
documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.  Copies of
all documents incorporated by reference in Item 3 of Part II of
this Form S-8 (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference herein), as
well as other documents required to be delivered to employees
pursuant to Rule 428 (b), will be provided without charge to each
person, including any beneficial owner, on the written on oral
request of such person made to Gateway 2000, Inc., 610 Gateway
Drive, North Sioux City, South Dakota 57049, Attention:
Secretary, Telephone (605) 232-2000.

PART II.  INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     Gateway 2000, Inc. (the "Company") and the Gateway 2000,
Inc. Retirement Savings Plan (the "Plan") hereby incorporate the
following documents herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;

     (b)  The Plan's Annual Report on Form 11-K for the year
ended December 31, 1996;

     (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;

     (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997;

     (e)  The Company's Current Report on Form 8-K filed May 28,
1997, as amended on Form 8-K/A filed on June 2, 1997;

     (f)  All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on or after December 31, 1996;
and

     (g)  The description of the Company's Common Stock, $.01 par
value (the "Common Stock"), contained in the registration
statement filed by the Company on May 16, 1997 on Form 8-A under
Section 12 of the Exchange Act including any subsequent amendment
or any report or other filing with the Securities and Exchange
Commission updating such description.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this registration statement and prior to
the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining
unsold shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.

Item 4.   Description of Securities

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel

     None.

Item 6.   Indemnification of Directors and Officers

     The Company is a Delaware corporation.  Reference is made to
Section 145 of the Delaware General Corporation Law, as amended
(the "GCL"), which provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason
of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at its
request in such capacity of another corporation or business
organization against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that such person's conduct was unlawful.  A
Delaware corporation may indemnify officers and directors in any
action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation.  Where an officer or director is
successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such
officer or director actually and reasonably incurred.

     Reference is also made to Section 102(b)(7) of the GCL which
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.

     Under its Certificate of Incorporation and Bylaws, the
Company will, to the full extend permitted by the GCL, indemnify
each person made or threatened to be made a party to any civil,
criminal or investigative action, suit or proceeding by reason of
the fact that such person is or was a director, officer or
employee or agent of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise.  The Company's Certificate of Incorporation and
Bylaws state that the indemnification provided therein is not
exclusive.  





     The Company has in force an insurance policy under which its
directors and officers are insured, within the limits and subject
to the limitations in the policy, against certain expenses in
connection with the defense of such actions, suits or proceedings
to which they are parties by reason of being or having been
directors or officers.

Item 7.   Exemption From Registration Claimed

          Not Applicable.

Item 8.    Exhibits

       4.1     Gateway 2000, Inc. Retirement Savings Plan

       4.2     Specimen Certificate for the Company's Common
               Stock, par value $.01 per share (filed as Exhibit
               4.1 to Amendment No. 2 the Company's Registration
               Statement on Form S-1 (No. 33-70618) and
               incorporated herein by reference)

      5.1      Opinion of William M. Elliott, Esq., Senior Vice
               President, General Counsel & Secretary

      5.2      Undertaking re: Submission of Plan

      23.1     Consent of Coopers & Lybrand L.L.P.

      23.2     Consent of William M. Elliott, Esq., Senior Vice
               President, General Counsel & Secretary (included  in
               his opinion filed as Exhibit 5.1)

      24.1     Powers of Attorney

Item 9.   Undertakings

     (a)  The Company hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made of the securities registered hereby, 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 this
          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 this registration statement;
          and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     of this section do not apply if the registration statement
     is on Form S-3, Form S-8 or Form F-3, 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 this 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.

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

     (b)  The Company hereby further undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of the annual report of the employee
benefit plans pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 of
1933, as amended, the Company 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 North Sioux City, South
Dakota as of the 22nd day of September, 1997.

                         GATEWAY 2000, INC.

                         By:   /s/ David J. McKittrick
                               ----------------------------------
                              David J. McKittrick
                              Senior Vice President, Chief
                              Financial Officer and Treasurer


          Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed by
the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature               Title                   Date
<S>                     <C>                     <C>
*                       Chairman of the Board   September 22, 1997
----------------------  and Chief Executive
Theodore W. Waitt       Officer (Principal
                        Executive Officer) and
                        Director
*                       Director                September 22, 1997
---------------------
Richard D. Snyder
                        Senior Vice President,  September 22, 1997
/s/David J. McKittrick  Chief Financial
--------------------    Officer and Treasurer
David J. McKittrick     (Principal Financial
                        Officer and Principal
                        Accounting Officer)
                        Director                September 22, 1997
*
--------------------
Charles G. Carey
                        Director                September 22, 1997
*
--------------------
James W. Cravens
                        Director                September 22, 1997
*
--------------------
George H. Krauss
                                                
*                       Director                September 22, 1997
--------------------
Douglas L. Lacey
                        Director                September 22, 1997
*
--------------------
James F. McCann

                                                
*By /s/ William M.
Elliott
--------------------
William M. Elliott
Attorney in Fact
</TABLE>

          Pursuant to the requirements of the Securities Act of
1933, as amended, the Plan Administrator has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of North
Sioux City, South Dakota as of September 22, 1997.

By: Gateway 2000, Inc., as Plan Administrator



By: /s/ Robert N. Beck
   --------------------
Name: Robert N. Beck
Title: Senior Vice President, Corporate Human Resources


EXHIBIT INDEX


NUMBER         DESCRIPTION



4.1                 Gateway 2000, Inc. Retirement Savings Plan

4.2                 Specimen Certificate for the Company's Common
                    Stock, par value $.01 per share (filed as
                    Exhibit 4.1 to Amendment No. 2 the Company's
                    Registration Statement on Form S-1 (No.
                    33-70618) and incorporated herein by reference)

5.1                 Opinion of William M. Elliott, Esq., Senior Vice
                    President, General Counsel & Secretary

5.2                 Undertaking re:  Submission of Plan

23.1                Consent of Coopers & Lybrand L.L.P.

23.2                Consent of William M. Elliott, Esq., Senior Vice
                    President, General Counsel & Secretary
                    included in his opinion filed as Exhibit 5.1)

24.1                Powers of Attorney


                                                     Exhibit 4.1

            



                       GATEWAY 2000, INC.
                                
                     RETIREMENT SAVINGS PLAN
                                
       (As Amended and Restated Effective January 1, 1997)


                          INTRODUCTION

          The Gateway 2000, Inc. Retirement Savings Plan (the
"Plan") was adopted by Gateway 2000, Inc., a Delaware corporation
(the "Company") effective January 1, 1991 and has been amended
subsequent to that date.  The Plan is hereby further amended and
restated effective January 1, 1997 unless a different effective
date is specified.

                     ARTICLE  - DEFINITIONS

          The following terms, when capitalized herein, shall
have the meaning set forth in this Article 1, unless the context
clearly indicates otherwise.

     1.1  "Account Balance":  The amount credited to the
individual account maintained with respect to a Participant as of
the Valuation Date coincident with the time of reference.

     1.2  "Annual Compensation Limitation":  $150,000 (or such
other amount as shall be determined under Section 401(a)(17) of
the Code).  The annual compensation of each Participant taken
into account for determining all benefits provided under the Plan
for any Plan Year shall not exceed the Annual Compensation
Limitation.  This Annual Compensation Limitation shall be
adjusted by the Secretary of the Treasury at the same time and in
the same manner as under Section 415(d) of the Code, except that
the dollar increase in effect on January 1 of any calendar year
is effective for Plan Years beginning in such calendar year.

     1.3  "Before-Tax Contributions":  The contributions which
Participants may make by salary reduction on a pre-tax basis
pursuant to Section 401(k) of the Code.

     1.4  "Beneficiary":  Any person designated by a Participant
with the written consent of his spouse, on a form prescribed by
and filed with the Plan Administrator, to receive any Retirement
Benefits which may become available under the Plan by reason of
the Participant's death.  The Participant may change any of his
Beneficiaries by filing with the Plan Administrator a new
designation on the form provided for that purpose; provided, that
if the effect of such a change is to deprive the Participant's
spouse of the status of sole, primary Beneficiary, such change
will be accompanied by the written consent of the Participant's
spouse.  Any consent of spouse must acknowledge the effect of the
Participant's election and be witnessed by a Plan representative
or notary public.  A consent of spouse shall not be required:
(i)  if the Participant is designating his spouse as his sole,
primary Beneficiary; (ii)  if the Participant can prove, to the
satisfaction of the Plan Administrator, that his spouse cannot be
located; (iii)  if the Participant is unmarried on the date of
his death; or (iv)  to the extent that the designation is subject
to the terms of a Qualified Domestic Relations Order.  If, in the
sole opinion of the Plan Administrator, there is no effective
designation on file at the date of a Participant's death,
Retirement Benefits payable on account of the Participant's death
will be paid in accordance with the following priorities:
     
     (a)  To the Participant's surviving spouse, if any, and to
     the estate of the Participant's surviving spouse upon the
     subsequent death of the surviving spouse prior to receiving
     all of the Retirement Benefits to which the spouse is
     entitled; otherwise

     (b)  To the Participant's surviving children, if any, in
     equal shares; otherwise

     (c)  To the Participant's father and mother in equal shares,
     or all to the one of them that survives the Participant, if
     either; otherwise

     (d)  To the Participant's estate.

     In no event shall any designation be effective until it is
received by the Plan Administrator and unless it is filed with
the Plan Administrator prior to the Participant's death.

     1.5  "Code":  The Internal Revenue Code of 1986, as it may
be amended from time to time.

     1.6  "Compensation":  Subject to the Annual Compensation
Limitation, the Form W-2, Box 1 compensation paid to an Employee
during the particular Plan Year and while he is a Participant,
plus any Before-Tax Contributions and salary reductions under
Code Section 125 made on behalf of the Employee during such Plan
Year while he is a Participant and any compensation deferred by
the Employee during the Company's Management Incentive Plan
during such Plan Year while he is a Participant, but excluding
any special incentive fund (SPIFF) payments, employee prizes and
awards.

     1.7  "Employee":  Any individual who is employed by and on
the payroll of an Employer at a location or division and in a job
classification enumerated in Exhibit A hereto.  The term
"Employee" shall not include "leased employees," as such term is
defined in Section 414(n) of the Code.

     1.8  "Employer":  The Company and each other Related Entity
which is a wholly owned subsidiary in an unbroken chain beginning
with the Company, except as specified in Exhibit B.

     1.9  "Employer Matching Contributions":  The contributions
made by the Employers which match a portion of Before-Tax
Contributions.

     1.10 "Employer Stock":  Shares of common stock of the
Company which are qualifying employer securities as defined in
Section 407(d)(5) of ERISA and Section 4975(e)(8) of the Code.

     1.11 "ERISA":  The Employee Retirement Income Security Act
of 1974, as it may be amended from time to time.

     1.12 "Fund":  All money and property of every kind and
character held by the Trustee pursuant to this Plan.

     1.13 "Hours of Service":  The total of:

          (a)  Each hour for which the Employee is directly or
indirectly paid, or entitled to payment by the Employer or a
Related Entity for the performance of duties.  Such hours shall
be credited to the period during which the duties were performed.
In the case of Employees for whom records of working hours are
not kept, Hours of Service shall be determined by crediting the
Employee with 10 Hours of Service per day for each day during
which the Employee would otherwise receive credit for Hours of
Service under this subsection; and

          (b)  Each hour for which back pay has been either
awarded to the Employee or agreed to by the Employer or Related
Entity.  Such hours shall be credited to the period to which the
agreement or award applies and not to the period during which the
agreement or award was made; and

          (c)  Each hour for which an Employee is paid or
entitled to payment by the Employer or a Related Entity on
account of a period during which no duties were performed by
reason of vacation, holiday, illness, incapacity, layoff, jury
duty, military duty or authorized leave of absence.  Such hours
shall be determined in reference to what would have been the
Employee's regularly scheduled working hours during the period of
absence, and if an Employee had no regularly scheduled working
hours, on the basis of an 8-hour day and a 40-hour week.  No more
than 501 Hours of Service shall be credited under this provision
for any continuous period of absence and no Hours of Service
shall be credited for any period during which the Employee is
compensated solely in compliance with worker's compensation,
unemployment compensation or disability insurance laws or medical
or medically-related expense reimbursement plans of the Employer;
and

          (d)  With respect to an individual employed by an
Employer or a Related Entity in a status other than that of an
Employee, each hour with respect to which such individual would
have been credited with an Hour of Service if the individual had
been an Employee at the time the hour occurred.  Nothing herein
requires the crediting of hours attributable to a period of time
prior to the date that a Related Entity becomes a Related Entity,
but the Company may determine the extent, if any, to which such
hours shall be counted.

     The same Hour of Service shall not be credited to an
Employee more than once, even though described by more than one
of the preceding rules.

     1.14 "Key Employee":  Any employee or former employee of an
Employer or a Related Entity who at any time during the Plan Year
(including the "determination date" that is described in the
definition of a Top-Heavy Plan) or any of the four preceding Plan
Years is or was:  (i) an officer of any Employer or Related
Entity having compensation in excess of 50% of the amount in
effect under Code Section 415(b)(1)(A) for such Plan Year;
(ii) one of the 10 employees having annual compensation in excess
of the dollar limitation and owning (or deemed to own within the
meaning of Section 318 of the Code) the largest interests
(greater than a half percent interest) in any Employer or Related Entity;
(iii) a 5% owner of any Employer or Related Entity; or (iv) a 1%
owner of any Employer or Related Entity having annual
compensation in excess of $150,000.  A Beneficiary whose right to
Retirement Benefits from the Plan has accrued by virtue of the
death of a Key Employee, as defined above, shall also be
considered a Key Employee.  For the purposes of this definition
"compensation" shall be given the same meaning as used in
defining the percentage limitation on the Maximum Annual Addition
to Participants' accounts.  The determination of whether a person
is a Key Employee shall, in all events, be made in accordance
with Section 416(i)(1) of the Code.

     1.15 "Maximum Annual Addition": The term shall, with respect
to any Participant for a particular Plan Year, refer to the
lesser of:

          (a)  $30,000; or

          (b)  25% of the Participant's total compensation paid
     during the Plan Year (unless the Employer has elected by
     corporate resolution to use compensation accrued for the
     Plan Year, in which case "total compensation earned" shall
     be substituted for "total compensation paid").  For purposes
     of this Section 1.15(b) "Participant's total compensation"
     means all compensation paid by the Employer to the
     Participant for the Plan Year and currently includible in
     gross income, including bonuses and commissions.  Effective
     January 1, 1998, "Participant's total compensation" shall
     also include any elective deferral (as defined in Section
     402(g)(3) of the Code) of the Participant for the Plan Year
     and any amount which is deferred at the election of the
     Participant for the Plan Year and not included in income
     under Section 125 of the Code.

     1.16 "Normal Retirement Date":  The date upon which an
Employee attains age 65, provided that nothing in the Plan shall
prevent an Employee from continuing in the employ of an Employer
or a Related Entity and continuing as a Participant beyond his
Normal Retirement Date.

     1.17 "One Year Break in Service":  Any Plan Year within
which the Employee fails to complete more than 500 Hours of
Service.  For the purpose of determining whether a One Year Break
in Service has occurred, the Hours of Service that normally would
have been credited to an Employee (or eight Hours of Service per
workday if normally credited Hours cannot be determined), but for
an absence caused by pregnancy of the Participant, birth of a
child of the Participant, initial placement of an adopted child
with the Participant or care of a newborn child or newly placed
child of the Participant, will be credited to the Participant up
to the maximum of 501 such Hours of Service, provided that the
Participant provides written evidence, in a form that is satisfac
tory to the Plan Administrator, of the days over which such
absence extended and that the reason for such absence is among
those specified above.  Hours of Service that are deemed to be
credited under this Section shall be attributed to the Plan Year
during which the absence commenced (even though the absence
extends into the succeeding Plan Year) if any one of such Hours
is necessary to prevent such Plan Year being considered a One
Year Break in Service.  If the Participant had already been
credited with at least 501 Hours of Service (without considera
tion of the provisions of this rule) in the Plan Year during
which the absence commenced, then the Hours of Service that are
credited under this rule will be credited to the immediately
succeeding Plan Year.  Hours of Service shall not be credited
under this rule to any Plan Year that begins after the Plan Year
that succeeds the Plan Year during which an absence commences,
provided that multiple, non-concurrent pregnancies, births and
adoptions shall be deemed to commence separate periods of
absence.  Hours of Service shall not be credited under both this
rule and under any subsection used to define the term "Hours of
Service."

     1.18 "Participant":  An Employee who has fulfilled the
requirements of Article 2 and commenced participation in the
Plan.  An individual who has become a Participant shall remain a
Participant until he dies or his Account Balance is reduced to
zero.  If a Participant dies before his Account Balance is
reduced to zero, his Beneficiary shall be deemed a Participant
for the limited and exclusive purposes of administering the
deceased Participant's account and distributing the same.  Any
"Alternate Payee" identified in a Qualified Domestic Relations
Order shall be deemed a Participant for the limited and exclusive
purposes of administering the Alternate Payee's interest in the
Plan and distributing the same.

     1.19 "Permanent Disability":  A mental or physical condition
which renders a Participant unable to perform, for the
foreseeable future, his normal work for an Employer or any other
work for which he is qualified by reason of education, training
or experience as determined by a competent physician chosen by
the Employer. Uniform standards shall apply to Participants in
similar conditions.

     1.20 "Plan":  Gateway 2000, Inc. Retirement Savings Plan,
the profit sharing plan with a cash or deferred arrangement set
forth herein and as it may hereafter be amended from time to
time.

     1.21 "Plan Administrator":  The person or persons appointed
as such pursuant to the provisions of the Plan.

     1.22 "Plan Aggregation Rules":  Certain Employer plans must
be aggregated for purposes of determining whether they are Top-
Heavy Plans.  Those plans which must be aggregated, called
"Required Aggregation Groups", are defined in paragraph (a)
below.  Those plans which may be aggregated with the Required
Aggregation Groups in order to satisfy the 60 percent limit on
accrued benefits for Key Employees, called "Permissive
Aggregation Groups", are defined in paragraph (b) below.
          
          (a)  Required Aggregation Groups include:

               (i)  each Employer plan in which a Key Employee is
          a participant, and
               (ii) each other Employer plan which enables any
          plan described in clause (i) to meet the
          nondiscrimination requirements of Code Section
          401(a)(4) or the minimum coverage requirements of Code
          Section 410.

          (b)  Permissive Aggregation Groups include the Required
     Aggregation Group and any Employer plan in which a Key
     Employee is not a participant, provided the plan aggregation
     group would continue to meet the nondiscrimination
     requirements of Code Section 401(a)(4) and the minimum
     coverage requirements of Code Section 410 if such plan or
     plans are included in the aggregation group.

     1.23 "Plan Year":  The twelve month period ending each
December 31.

     1.24 "Qualified Domestic Relations Order":  A "qualified
domestic relations order" as defined in Section 414(p) of the
Code.

     1.25 "Qualified Joint and Survivor Annuity":  An immediate,
nontransferable annuity contract providing an annuity payable for
(a) the life of a Participant if he is not married on his benefit
commencement date, or (b) the life of the Participant with a 50%
survivor annuity for the life of his spouse if he is married on
his benefit commencement date.  If the Participant and, if the
Participant is married on his benefit commencement date, his
spouse, die before the Participant's total Vested Interest is
paid, payments continue to the Participant's Beneficiary until
his total Vested Interest is paid.

     1.26 "Related Entity":  Any member of a group of employers,
of which the Company is also a member, which constitutes a
"controlled group of corporations" (within the meaning of Section
414(b) of the Code), or which constitutes trades or businesses
(whether or not incorporated) "under common control" (as defined
in Section 414(c) of the Code) or which constitutes an
"affiliated service group" (as defined in Section 414(m) of the
Code).

     1.27 "Retirement Benefits":  Any payment or distribution
made under the Plan to a Participant or Beneficiary.

     1.28 "Terminated Employee":  A Participant whose employment
with all Employers and Related Entities terminated for any reason
other than death.

     1.29 "Top-Heavy Plan":  This Plan for any Plan Year if, as
of the determination date, the aggregate Account Balances of Key
Employees under the Plan (and all qualified plans of the Employer
and its Related Entities which are required to be aggregated or
which the Company chooses to aggregate with this Plan in
accordance with the Plan Aggregation Rules) exceeds 60% of the
aggregate of the Account Balances of all Participants in the Plan
or plans.  The Account Balances of non-Key Employees who were Key
Employees in any prior Plan Year shall not be considered for the
purposes of determining the ratio described above.  The Account
Balance of any individual who had not performed services for any
Employer during the five year period ending on the determination
date associated with such Plan Year shall be  disregarded for the
purposes of determining the ratio described above.  For the
purposes of determining the ratio described above, the Account
Balance of each included Participant shall be increased by the
sum of the aggregate distributions made with respect to such
Participant under the Plan during the 5-year period ending on the
determination date, and by any contributions that are required to
be allocated to the Partici pant's account as of the
determination date.  "Determination date" means, with respect to
any Plan Year, the last day of the preceding Plan Year.  The
determination of whether the Plan is a Top- Heavy Plan shall, in
all events, be made in accordance with Section 416(g) of the
Code.

     1.30 "Trustee":  The person or persons acting as such from
time to time under this Plan.

     1.31 "Valuation Date":  Each day the New York Stock Exchange
is open for business.

     1.32 "Vested Interest":  The portion of a Participant's
Account Balance which is vested and nonforfeitable.  A
Participant is always 100% vested in his Account Balance.

     1.33 "Year of Service":  Any Plan Year within which the
Employee completed 1000 or more Hours of Service.

                    ARTICLE 2 - PARTICIPATION

     2.1  Initial Participation.  An Employee shall become a
Participant on the first day of the seventh calendar month
immediately following the end of a 180 day period commencing on
his date of hire, if he is still an Employee on that date.

     2.2  Transfers Between Employers.  A transfer of employment
between Employers shall not be considered a termination of
employment, and the account of a Participant shall not be
affected in any manner whatsoever by the fact that he may so
transfer employment.  Any change in employment status which
causes a Participant who remains employed by an Employer to cease
to be an Employee shall not be considered a termination of
employment but shall have the consequences specified in
Article 3.  If a Participant terminates his employment with all
Employers to enter the employ of a Related Entity which is not an
Employer, such change in employment status shall not be
considered a termination of employment for purposes of the Plan
for so long as such Participant remains in the employ of a
Related Entity, but the individual shall no longer be considered
an Employee with the consequences specified in Article 3.

                   ARTICLE 3  - CONTRIBUTIONS

     3.1  Before-Tax Contributions.  Each Participant who is an
Employee may authorize his Employer to contribute to the Trust on
his behalf up to 20% of his Compensation, on a salary reduction
basis, subject to all applicable limits hereunder.  These are the
Participant's Before-Tax Contributions.  The Plan Administrator
shall make available to Participants such options for determining
the method of payroll deduction as alternatives to the flat
percentage election stated above as it shall determine to make
available in a uniform and non-discriminatory manner from time to
time.  Among the methods which may be made available are:
annualized to reach a stated percentage or amount of total
Compensation with less than an entire Plan Year to make Before-
Tax Contributions or to accommodate retroactive pay increases;
flat dollar amount per pay period to a stated level or the
maximum; and all Compensation deferred until the maximum is
reached.  The specified portion of the Participant's Compensa
tion, which shall not be reduced by applicable FICA tax, shall be
paid by the Employer to the Trustee, monthly.  If a Participant
ceases to be an Employee or is placed on a leave of absence, his
Before-Tax Contributions shall cease automatically as of the date
of the change in status.

     Each Participant electing to have his Employer make Before-
Tax Contributions on his behalf shall authorize such
contributions by completing and filing with the Plan
Administrator a written authorization, on a form provided by the
Plan Administrator.  Such authorization will become effective on
the first day of the first full payroll period following his date
of initial participation, and, if the Participant does not elect
to contribute as of that date, such election shall be effective
in the first day of the first full payroll period of the calendar
month commencing after he files such election, provided that the
Plan Administrator may designate and make available additional
dates upon which such elections may become effective, which dates
may be specified in terms of calendar periods or with respect to
external factors such as the regular review of Participant's remu
neration or otherwise.

     A Participant, by written notice to the Plan Administrator
on a form provided by it, may change the rate of Before-Tax
Contributions to any percentage of Compensation, from 0% to 20%.
Each Participant electing to change the rate of contributions
shall do so by filing a written author ization with the Plan
Administrator, on a form provided by it.  Such authorization
shall become effective on the first day of the first payroll
period commencing in the next following calendar month or at such
date or dates as the Plan Administrator shall determine to make
available on a uniform basis.  A Participant may elect to cease
making Before-Tax Contributions effective as of the first day of
any payroll period following the filing of the election, provided
that he has given the requisite amount of notice to the Plan
Administrator.  If a Participant ceases making Before-Tax
Contributions, he may commence making Before-Tax Contributions
effective as of the first day of the first full payroll period
commencing in a subsequent calendar month or at such other date
or dates as the Plan Administrator shall determine to make
available on a uniform basis.

     In no event shall any Participant's Before-Tax Contribution
for any Plan Year exceed the amount allowed by Code Section
402(g)(1) as indexed for inflation.  In the event that any Before-
Tax Contribution in excess of that amount is, in fact, made,
because of the application of that limit on a per-individual
rather than a per-plan basis, such excess shall be returned to
the Participant no later than April 15 in the year following the
Plan Year in which such excess Before-Tax Contribution was made.

     Notwithstanding the foregoing, in no event shall any
Employer make Before-Tax Contributions on behalf of Employees for
any Plan Year unless the actual deferral percentage of the highly
compensated Participants for the Plan Year bears a relationship
to the actual deferral percentage of the group of all other
Participants for the preceding Plan Year of either Section 3.1(a)
or 3.1(b) below, whichever would allow the actual deferral
percentage of the highly compensated Participants to be larger.

          (a)  The actual deferral percentage for the highly
     compensated Participants is not more than the actual
     deferral percentage of all other Participants multiplied by
     1.25.

          (b)  The excess of the actual deferral percentage for
     the highly compensated Participants over the actual deferral
     percentage of all other Participants is not more than two
     percentage points, and the actual deferral percentage for
     the highly compensated Participants is not more than the
     actual deferral percentage of the other Participants
     multiplied by 2.

     The actual deferral percentage of each group of Participants
for the Plan Year shall be the average of the ratios (calculated
separately for each Participant in each group) of (i) the total
of the Before-Tax Contributions made on behalf of each
Participant and the Employer contribution under Section 3.4
allocated to such Participant for such Plan Year, to (ii) such
Participant's Compensation for such Plan Year.  To the extent
necessary to conform to such limitation, the Plan Administrator
shall reduce Before-Tax Contributions made on behalf of the
highly compensated Participants in the following manner:  First,
the dollar amount of excess Before-Tax Contributions during such
Plan Year for each affected highly compensated Participant shall
be calculated and totaled.  Next, the dollar amount of Before-Tax
Contributions of the highly compensated Participants who elected
the greatest dollar amount of Before-Tax Contributions shall be
first lowered to the dollar amount of Before-Tax Contributions of
the highly compensated Participants who elected the next to
greatest dollar amount of Before-Tax Contributions.  If a lesser
reduction would equal the total excess contributions, the lesser
reduction amount is distributed.  If further overall reductions
are required to achieve compliance with the tests contained above
in this section, the dollar amounts of Before- Tax Contributions
of both of the above groups will be lowered to the dollar amount
of Before-Tax Contributions of the highly compensated
Participants who elected the next highest dollar amount of Before-
Tax Contributions, and so on continuing until sufficient total
reductions have occurred which shall equal the total excess
contributions.  Any such reduction in the Before-Tax Contribution
made on behalf of such Participant shall be refunded to him
together with any income allocable to such Before-Tax Contribu
tions as soon as administratively possible but in no event later
than March 15 of the immediately succeeding Plan Year.

     For purposes of determining whether the actual deferral
percentage test of Code Section 401(k) is satisfied, the rules of
Sections 3.1(c) and 3.1(d) will apply:

          (c)  If two or more Employer plans are aggregated in
     accordance with the Plan Aggregation Rules, all Before-Tax
     Contributions and Employer Matching Contributions ("Elective
     Contributions") are to be treated as made under a single
     plan.

          (d)  The actual deferral percentage of a highly
     compensated Participant (as defined in Section 3.3) is
     determined by treating all cash or deferred arrangements for
     which the highly compensated Participant is eligible (other
     than those plans which are Permissive Aggregation Groups as
     defined in Section 1.22(b)) as a single arrangement.

     3.2  Employer Matching Contributions.  Each Employer shall
contribute Employer Matching Contributions in the following
amount:

          (a)  With respect to each Participant who has 12 months
     or less of participation in the Plan, 25% of such
     Participant's Before-Tax Contributions up to 4% of the
     Participant's Compensation, so that the maximum Employer
     Matching Contribution is 1% of such Participant's
     Compensation.  This rule shall be applied so that the
     Employer Matching Contributions will not at any point exceed
     one-quarter of the Participant's Before-Tax Contributions
     which have been made at that point.

          (b)  With respect to each Participant who has more than
     12 months of participation in the Plan, 50% of such
     Participant's Before-Tax Contributions up to 4% of the
     Participant's Compensation, so that the maximum Employer
     Matching Contribution is 2% of such Participant's
     Compensation.  This rule shall be applied so that the
     Employer Matching Contributions will not at any point exceed
     one-half of the Participant's Before-Tax Contributions which
     have been made at that point.

     Employer Matching Contributions may be made in cash or in
Employer Stock valued at the fair market value thereof at the
time such Employer contribution is made.  Notwithstanding the
foregoing, an Employer may determine in advance of any Plan Year
that its Employer Matching Contributions for that Plan Year shall
be calculated and allocated according to any other method or
formula which it chooses, which shall, in any event, be applied
on a uniform and non-discriminatory basis.

     Notwithstanding the foregoing, in no event shall any
Employer make Employer Matching Contributions and Employer
contributions under Section 3.4 for any Plan Year unless the
contribution percentage of the highly compensated Participants
for the Plan Year bears a relationship to the contribution
percentage of the group of all other Participants for the
preceding Plan Year which meets the test of Section 3.2(c) or
3.2(d) below, whichever would allow the contribution percentage
of the highly compensated Participants to be larger.

          (c)  The contribution percentage for the highly compen
     sated Participants is not more than the contribution
     percentage of all other Participants multiplied by 1.25.

          (d)  The excess of the contribution percentage for the
     highly compensated Participants over the contribution
     percentage of all other Participants is not more than two
     percentage points, and the contribution percentage for the
     highly compensated Participants is not more than the
     contribution percentage of the other Participants multiplied
     by two (2).

     The contribution percentage of each group of Participants
for any Plan Year shall be the average of the ratios (calculated
separately for each Participant in each group) of (i) Employer
Matching Contributions, Employer contributions under Section 3.4
and, if the Plan Administrator so elects, the Before-Tax Contribu
tions made on behalf of each Participant for such Plan Year, to
(ii) such Participant's compensation for such Plan Year.  To the
extent necessary to conform to such limitation, the Plan
Administrator shall reduce Employer Matching Contributions made
on behalf of the highly compensated Participants in a manner
similar to the manner specified for the reduction of Before-Tax
Contributions.  Any such reduction in the Employer Matching
Contributions shall be distributed to the Participant as soon as
administratively possible but in no event later than the last day
of the immediately succeeding Plan Year.

     If Employer Matching Contributions are treated as a Before-
Tax Contribution to satisfy the actual deferral percentage test
described in Code section 401(k)(3), those Employer Matching
Contributions shall not be taken into account to satisfy the
requirements of the actual contribution percentage test under
Code section 401(m)(2).

     For purposes of determining whether the Plan satisfies the
actual contribution percentage test of Code Section 401(m), the
rules of Sections 3.2(e) and 3.2(f) shall apply.

          (e)  All Before-Tax Contributions and Employer Matching
     Contributions that are made under two or more plans which
     are aggregated in accordance with the Plan Aggregation Rules
     shall be treated as a single plan.

          (f)  The actual contribution percentage of a highly
     compensated Participant (as defined in Section 3.3) will be
     determined by treating all plans as a single plan provided
     the plans are subject to section 401(a), highly compensated
     Participants are eligible for the plans, and the plans are
     part of a Required Aggregation Group.

     3.3   Non-discrimination Testing Rules.  For purposes of the
actual deferral percentage test in Section 3.1 and the actual
contribution percentage test in Section 3.2 the following rules
and definitions shall apply:

          (a)  A "highly compensated Participant" shall mean any
     Participant who:

               (i)  was a five percent owner (as defined in
          Section 416(i)(1) of the Code) at any time during the
          Plan Year or the preceding Plan Year; or

               (ii) for the preceding Plan Year received
          Compensation in excess of $80,000 (as adjusted under
          Section 414(q) of the Code) and, if the Plan
          Administrator elects the application of this clause for
          such preceding year, was in a group consisting of the
          Top Paid Group for such preceding year.

          (b)  The "Top Paid Group" is the group consisting of
     the top 20% of the Employees when ranked on the basis of
     Compensation paid for services during such Plan Year.  For
     these purposes, Compensation shall be Form W-2, Box 1
     compensation.  For purposes of determining the Top Paid
     Group the following Employees shall be excluded:

               (i)  Employees who have not completed six months
          of service,

               (ii) Employees who normally work less than 17-1/2
          hours per week,
          
               (iii)     Employees who normally work not more
          than six months during the Plan Year,

               (iv) Employees who have not attained age 21,

               (v)  Employees included in a collective bargaining
          unit covered by an agreement with an Employer, and

               (vi) Employees who are nonresident aliens.

          (c)  "Compensation" shall be as defined under Section
     415(c)(3) of the Code, plus any Before-Tax Contributions and
     salary reductions under Code Section 125 made on behalf of
     the Employee.

          (d)  To the extent required by applicable law, in no
     event will the sum of the actual deferral percentage and the
     contribution percentage for highly compensated Participants
     exceed the sum of:
          
               (i)  125% of the greater of

                    (A)  the actual deferral percentage of the
               non-highly compensated Participants, or

                    (B)  the contribution percentage of the non-
               highly compensated Participants; and

               (ii) Two plus the lesser of

                    (A)  the actual deferral percentage of the
               non-highly compensated Participants, or

                    (B)  the contribution percentage of the non-
               highly compensated Participants, but in no event
               shall this amount exceed 200% of the lesser of
               those two amounts.

          (e)  If the Plan Administrator so elects in accordance
     with the prescribed requirements of the Secretary of the
     Treasury, the actual deferral percentage test and the
     contribution percentage test shall be applied by using the
     Plan Year rather than the preceding Plan Year.

     If this aggregate limitation would otherwise be exceeded,
the Plan Administrator shall determine whether to distribute
excess Before-Tax Contributions or excess Employer Matching
Contributions to highly-compensated Participants, and the
generally applicable rules will be followed for the distribution
of the type of contribution chosen.

     3.4  Top-Heavy Employer Contributions.  Each Employer shall,
for each Plan Year, make an additional contribution to the Fund
to the extent that such an additional contribution is required to
maintain compliance with Section 3.6.

     3.5  Limitation for Employer Deduction.  The Employer
Contributions under Sections 3.1, 3.2 and 3.4 for any Plan Year
shall not be in excess of the maximum amount deductible under the
Code and shall be made within the time permitted by the Code.  In
the event that all or any part of the Employer contribution for
any Plan Year is disallowed as a deduction or is attributable to
a mistake of fact, the Employer which made such contribution may
direct the Trustee to return to it the excess of the amount of
the contribution over the amount that would have been contributed
absent the mistake of fact or error in determining the deduction,
provided that no Employer contribution shall be returned later
than one year after:  (i) the date the contribution was made in
the case of a mistaken contribution; or (ii) the date of the
disallowance as a deduction.

     3.6  Minimum Benefit for Top-Heavy Plan.  Notwithstanding
the foregoing, for any Plan Year in which the Plan is a Top-Heavy
Plan, the Employer contribution for each Participant who is not a
Key Employee and who is an Employee on the last day of the Plan
Year shall not be less than an amount so that the total
allocation of Employer contributions (other than Before-Tax
Contributions) to such Participant's account under this Plan and
all other qualified defined contri bution plans maintained by an
Employer or Related Entity will not be less than the lesser of:
(i) 3% of such Participant's compensation as described in
defining the percentage limitation on the Maximum Annual Addition
to Participants' Accounts; or (ii) the percentage of such
compensation (not in excess of $150,000 as adjusted in accordance
with Section 401(a)(17) of the Code) allocated to the account of
the Key Employee for whom the percentage is largest. For purposes
of the rule in (ii) above, Before-Tax Contributions for Key
Employees are counted, but Before-Tax Contributions for other
Employees are not.  In the event that a Participant also
participates in a defined benefit plan that is aggregated with
this Plan, and this Plan is a Top-Heavy Plan, no minimum contribu
tion will be required with respect to such Participant under this
Plan who accrues the top-heavy minimum benefit under the defined
benefit plan.  For the purposes of this paragraph, contributions
used to restore forfeitures, if any, will not be considered
Employer contributions.

     3.7  Qualified Military Service.  Effective December 12,
1994, notwithstanding any provision of this Plan to the contrary,
contributions, benefits, and service credit with respect to
qualified military service will be provided in accordance with
Section 414(u) of the Code.

                ARTICLE 4 - ALLOCATION OF CONTRIBUTIONS

     4.1  Before-Tax and Matching Contributions.  The total of
each Participant's Before-Tax Contributions and the Employer's
Matching Contributions which relate thereto shall be allocated to
his account as soon as administratively feasible following the
payroll period to which they relate.

     4.2  Top-Heavy Allocations.  The total of each Employer
contribution, other than Matching Contributions, shall be
allocated among the accounts of Participants in such uniform and
non-discriminatory manner as the Plan Administrator shall
determine in order to maintain compliance with Section 3.6;
provided, that, at the direction of the Employer and in order to
maintain compliance with Section 3.6, all or a portion of such
contribution may be allocated to the accounts of a population of
Employees who are not highly compensated Participants as defined
in Section 3.3 in such manner as the Company shall direct.

     4.3  Maximum Annual Addition Limitation.  To the extent that
any allocation required by the preceding sections of this
Article 4 would cause, after the application of the remainder of
this section, the Annual Addition to a Participant's account to
exceed his Maximum Annual Addition, such allocation will not be
made and such excess will be returned to the Employer.  To the
extent that the allocation of Employer contributions would cause
the Annual Additions to this Plan and all other qualified defined
contribution plans of an Employer or Related Entity for a Plan
Year to exceed a Participant's Maximum Annual Addition for such
Plan Year, such excess shall be attributed to this Plan if the
allocation under this Plan was the most recent allocation, and,
if there were allocations to two or more such plans (including
this Plan) on the same date, the excess attributable to this Plan
shall be deemed to consist of the total excess under all such
plans multiplied by a fraction the numerator of which is the
Annual Addition on behalf of such Participant under this Plan
(without regard to this Section) and the denominator of which is
the Annual Addition on behalf of such Participant allocated under
this Plan and all other qualified defined contribution plans of
his Employer or a Related Entity (without regard to this
Section).  The excess attributable to this Plan shall be
eliminated as described below.

          (a)  First, the Participant's Before-Tax Contributions,
     together with any income allocable thereto, shall be
     refunded to the Participant.

          (b)  If the Participant's Annual Addition still exceeds
     his Maximum Annual Addition after the refund of Before-Tax
     Contributions, the excess Employer contributions and any
     similar excess amounts determined with respect to other
     Participants for such Plan Year shall be aggregated and held
     in a suspense account, to which income will not be
     allocated, and shall be applied against Employer
     contributions in the next succeeding Plan Year.

     4.4  Annual Addition Defined.  For the purposes of
administering the preceding Section, the term "Annual Addition"
shall refer, as to any qualified defined contribution plan of an
Employer or a Related Entity covering a Participant in the Plan,
to the sum of all Employer contributions, Employee contributions
and forfeitures allocated to the Participant's account for the
Plan Year under such plan.

     4.5  Applicable Compensation.  If Compensation for any prior
Plan Year is taken into account in determining a Participant's
allocations or benefits for the current Plan Year, the
Compensation for such prior Plan Year is subject to the
applicable Annual Compensation Limitation in effect for that
prior Plan Year.  For this purpose, for years before January 1,
1994, the applicable Annual Compensation Limitation is $150,000.


       ARTICLE 5 - INDIVIDUAL ACCOUNTS AND PLAN ACCOUNTING

     5.1  Individual Accounts for Participants.  An individual
account shall be maintained for each Participant.  The Plan
Administrator shall maintain separate accounting of the portions
of the Participant's account attributable to (i) Before-Tax
Contributions, (ii) Employer Matching Contributions and (iii)
Employer contributions under Section 3.4.  As of each Valuation
Date, the Trustee shall determine the fair market value of each
investment fund created pursuant to Section 5.3.  The increase or
decrease in the net worth of each investment fund shall be
allocated among the accounts of Participants who have a portion
of their Account Balances invested in that investment fund on the
Valuation Date in accordance with such uniform, nondiscriminatory
and consistently applied rules as the Trustee shall determine.

     5.2  Correction of Errors.  In the event of an error in the
adjustment of a Participant's account, such error shall be
corrected by the Plan Administrator and any gain or loss
resulting from such correction shall be credited to the income or
be charged as an expense of the Fund for the Plan Year in which
the correction is made or shall be treated in such other manner
as the Plan Administrator deems equitable.

     5.3  Participant Direction of Investments.  At such time and
in such manner as the Plan Administrator shall prescribe, and
subject to the restrictions contained in the Plan, each Partici
pant may file with the Plan Administrator a direction with
respect to what percentage of amounts already credited to his
account is to be invested in each investment fund.  At such time
and in such manner as the Plan Administrator shall prescribe,
each Participant may file with the Plan Administrator a direction
with respect to what percentage of future contributions to be
allocated to his account is to be invested in each investment
fund available under the Plan.  Any such election shall remain in
effect until changed in accordance with rules established by the
Plan Administrator.

                 ARTICLE 6 - RETIREMENT BENEFITS

     The Retirement Benefits of a Participant who terminates his
employment with all Employers and Related Entities on or after
his Normal Retirement Date shall consist of the entire value of
his Account Balance determined as of the Valuation Date
immediately prior to the date payment of Retirement Benefits is
made.

                ARTICLE 7 - TERMINATION OF EMPLOYMENT

     A Terminated Employee shall receive Retirement Benefits in
an amount equal to his Account Balance determined as of the
Valuation Date immediately preceding the date of distribution.
An Employee who terminates service on account of a Permanent
Disability shall be deemed to be eligible for Retirement Benefits
because of such Permanent Disability.

                                
                                
                                
               ARTICLE 8 - DEATH OF A PARTICIPANT

     In the event of the death of a Participant with respect to
whom there is an Account Balance then remaining, his Beneficiary
shall become entitled to the entire amount of his Account Balance
determined as of the Valuation Date immediately prior to the date
payment of Retirement Benefits to the Beneficiary is made.

              ARTICLE 9 - PAYMENT OF RETIREMENT BENEFITS

     9.1  Method of Payment.  When an individual becomes entitled
to Retirement Benefits hereunder, the Plan Administrator shall
distribute such benefits in the form of a lump sum distribution
as soon as administratively practicable, provided that such a
distribution may be made to a Participant whose Vested Interest
in his Account Balance exceeds $3,500 prior to his Normal
Retirement Date only with his consent.

     Notwithstanding the foregoing, a Participant who became a
Participant prior to January 1, 1995 shall receive his Retirement
Benefits in the form of a Qualified Joint and Survivor Annuity
unless he elects, with consent of spouse which meets the
requirements of Section 1.4, a lump sum distribution or any other
optional form of benefit available under the Plan prior to
January 1, 1995.

     Distribution to a Participant whose Vested Interest in his
Account Balance is more than $3,500 shall be made, or commence,
as soon as administratively feasible after the filing of the
Participant's election at least 30 days in advance in accordance
with the rules of the Plan Administrator.  However, payment of
such a Participant's Retirement Benefits may commence less than
30 days after the notice required under Section 1.411(a)-11(c) of
the Income Tax Regulations is given, provided that:

          (a)  the Plan Administrator informs the Participant or
     Beneficiary that he has a right to a period of at least 30
     days after receiving the notice to consider the decision of
     whether or not to elect a distribution (and, if applicable,
     a particular distribution option), and
          (b)  the Participant or Beneficiary, after receiving
     the notice, affirmatively elects a distribution.

     All distributions made under this Plan shall be made in
cash; provided, however, that effective September 1, 1997, the
Participant (or if the Participant has died, his Beneficiary) may
elect that the portion, if any, of his account invested in the
Stock Contribution Fund be distributed in cash or Employer Stock,
but not both.

     9.2  Delayed Payment Commencement Date.  Payment of
Retirement Benefits must be made unless the Participant or
Beneficiary consents to a later date by submitting to the Plan
Administrator a signed statement describing the benefit and the
date on which it shall be paid not later than 60 days after the
close of the Plan Year in which the latest of the following
occurs:

          (a)  The Participant's Normal Retirement Date;

          (b)  The date which is ten  years from the date the
     Participant initially became a Participant.

          (c)  The date the Participant terminates his employment
     with the Company and all Related Entities.

     9.3  Latest Payment Commencement Date.  In no event may the
payment of Retirement Benefits payable under any provision of
this Plan other than on account of death be made later than the
April 1st of the calendar year following the calendar year during
which the Participant (a) who is a 5-percent owner reaches age 70
1/2; or (b) who is not a 5-percent owner reaches age 70 1/2 or
terminates service, if later.

     9.4  Distribution of Death Benefit.  In the event that
Retirement Benefits are payable on account of a Participant's
death, his entire interest will be distributed in a lump sum
distribution within five years of his death.

     Notwithstanding the foregoing, a Participant who became a
Participant prior to January 1, 1995 may designate the form of
benefits to be paid to his Beneficiary in accordance with the
terms of the Plan prior to January 1, 1995.  If no such
designation is in effect at the Participant's death prior to his
benefit commencement date, the Participant's Account Balance
shall be paid (a) to the Participant's spouse in monthly payments
for life, unless the spouse chooses another form of payment
permitted under the Plan prior to January 1, 1995, or (b) if the
Participant was not married, to his Beneficiary in a single sum.

     9.5  Special Distributions.  Distributions under this
Article shall generally be made only to the person who is
entitled to the same.  However, distributions made in the
circumstances described below shall constitute the discharge of
the Trustee's and Plan Administrator's obligations hereunder.

          (a)  The Plan Administrator may, at the request of a
     Distributee, direct the Trustee to transfer all or part of
     such distribution to the trustee or custodian of any tax
     qualified plan or individual retirement arrangement, pro
     vided, however, that the Distributee must satisfy the Plan
     Administrator that such transfer can be made tax-free.

          (b)  Distributions to minors or persons under legal
     disability may be made in the discretion of the Trustee:
     (i) directly to such persons; (ii) to the guardian of such
     persons; or (iii) by expending such amounts for the
     education and/or maintenance of said persons.

     9.6  Rollover Distribution.  Notwithstanding any provision
of the Plan to the contrary that would otherwise limit a
Distributee's election under this part, a Distributee may elect,
at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the Distributee in a direct rollover.

     9.7  Rollover Distribution Definitions.  For the purposes of
Sections 9.5 and 9.6, the following definitions apply:

          (a)  An "eligible rollover distribution" is any
     distribution of all or any part of the balance to the credit
     of the Distributee, except that an eligible rollover
     distribution does not include: any distribution that is one
     of a series of substantially equal periodic payments (not
     less frequently than annually) made for the life (or life
     expectancy) of the Distributee or the joint lives (or joint
     life expectancies) of the Distributee and the Distributee's
     designated beneficiary, or for a specified period of ten
     years or more; any distribution to the extent such
     distribution is required under section 401(a)(9) of the
     Internal Revenue Code; and the portion of any distribution
     that is not includible in gross income (determined without
     regard to the exclusion for net unrealized appreciation with
     respect to employer securities).

          (b)  An "eligible retirement plan" is an individual
     retirement account described in section 408(a) of the Code,
     an individual retirement annuity described in section 408(b)
     of the Code, an annuity plan described in section 403(a) of
     the Code, or a qualified trust described in section 401(a)
     of the Code, that accepts the Distributee's eligible
     rollover distribution.  However, in the case of an eligible
     rollover distribution to the surviving spouse, an eligible
     retirement plan is an individual retirement account or
     individual retirement annuity.

          (c)  A "Distributee" includes an employee or former
     employee.  In addition, the employee's spouse or former
     spouse who is the alternative payee under a qualified
     domestic relations order, as defined in section 414(p) of
     the Code, is a Distributee with regard to the interest of
     the spouse or former spouse.

          (d)  A "direct rollover" is a payment by the Plan to
     the eligible retirement plan specified by the Distributee.

     9.8  QDRO Distributions.  Notwithstanding any other
restriction upon the time when benefits are to be paid herein, to
the extent required by a Qualified Domestic Relations Order, the
Plan Administrator shall make a lump sum payment to the Alternate
Payee under such Qualified Domestic Relations Order as soon as
administratively possible after such Order is determined to be
qualified.

                     ARTICLE 10 - WITHDRAWAL

     10.1 Age 59 and a half In-Service Withdrawal.  Each Participant who
has attained age 59 and a half may, by filing a written request with the
Plan Administrator, make a withdrawal of any amount up to the
total amount of his Account Balance as of the Valuation Date
immediately preceding said withdrawal.  Withdrawn amounts shall
not be considered part of the Participant's Account Balance for
the purposes of any subsequent allocation of changes in the fair
market value of the Fund. Withdrawals shall be without prejudice
to the Participant's continued participation in the Plan.

     10.2 Hardship Withdrawal.  Each Participant, by filing a
written application with the Plan Administrator, may withdraw any
part of his Account Balance that is equal to his Before-Tax
Contributions (but not income attributable thereto), in the event
of financial hardship due to an immediate and heavy financial
need.  The Plan Administrator will apply the rules of Treas. Reg.
Section 1.401(k)-1(d)(2) in determining whether a Participant may
receive a distribution under this Section 10.2 (a "Hardship
Distribution").  Upon receipt of a Hardship Distribution, the
Participant is prohibited from making Before-Tax Contributions
for 12 months.  Further, in the Plan Year following the year of
the Hardship Distribution, the Participant is limited to Before-
Tax Contributions of the applicable limit under Code Section
402(g) minus his Before-Tax Contributions made during the year of
the Hardship Distribution.

     10.3 Insider Withdrawals.  To the extent necessary to comply
with SEC Rule 16b-3(f), a Participant who is subject to Section
16 of the Securities Exchange Act of 1934 may elect a withdrawal
under this article which would effect a "discretionary
transaction" under SEC Rule 16b- 3(f) only if such election is
made at least six months following the date of the most recent
election, with respect to any plan of the Company, that effected
a "discretionary transaction" that was an acquisition.

     10.4 Spousal Consent.  A Participant who became a
Participant prior to January 1, 1995 must obtain the consent of
his spouse, if any, to any withdrawal under this article, in
accordance with the consent rules of Section 17.4.

                   ARTICLE 11 - PLAN ADMINISTRATION

     11.1 Administration of the Plan.  The Plan shall be
administered by a Plan Administrator consisting of such person or
persons as may be appointed by the Company.  The Plan
Administrator may or may not be the Company, or an Employer, or a
Participant or Employee of the Company or an Employer and may or
may not be the Trustee or a member thereof.  The Company may at
any time remove or replace the Plan Administrator.  The Plan
Administrator shall serve without compensation if it is the
Company, an Employer, or a full-time employee of either.  The
expenses of the Plan Administrator, shall, unless paid by the
Company, be paid from the Fund unless attributable to an action
or proceeding involving the responsibility or liability of the
Plan Administrator for breach of its duties hereunder.

     11.2 Allocation of Responsibilities.  If more than one
person is appointed Plan Administrator, the Board of Directors of
the Company may allocate some or all of the responsibilities of
the Plan Administrator to each person so appointed and each
person shall be responsible only for the duties allocated to it
and any duties of the Plan Administrator which are not allocated.
If more than one person is appointed Plan Administrator and the
Company does not allocate Plan Administrator responsibilities to
the persons so appointed, the persons appointed Plan
Administrator may, by filing a written instrument with the
Company, allocate some or all of the responsibilities of the Plan
Administrator among themselves and each person shall be
responsible only for the duties allocated to it and any duties
which are not allocated.  To the extent any responsibilities of
the Plan Administrator are not allocated pursuant to this
Section, the action of the Plan Administrator shall be taken by
majority vote, or if less than three persons are appointed Plan
Administrator, by unanimous consent.  The Plan Administrator may,
by filing a written instrument with the Company, designate
persons other than the Plan Administrator to perform some or all
of the responsibilities of the Plan Administrator.

     11.3 Powers and Duties of the Plan Administrator.  The Plan
Administrator shall have the following powers, duties and
discretion in addition to those stated elsewhere in the Plan:

          (a)  To prescribe such rules as it shall deem necessary
     or proper for the administration of the Plan;

          (b)  To determine, in its discretion, all questions
     arising in the administration of the Plan;

          (c)  To enforce the Plan and to interpret the Plan, in
     its discretion, and settle disputes arising thereunder;

          (d)  To direct the Trustee with respect to all matters
     involving distributions from the Fund.

          (e)  To keep the records of the Plan and to do all the
     clerical and accounting work in connection with the
     administration of the Plan;

          (f)  To prepare and distribute all reports and
     statements required by law or the Plan;

          (g)  To employ such agents and experts as deemed
     necessary or advisable for the administration of the Plan.

     11.4 Reliance on Records of the Employer.  The Plan
Administrator may, but is not required to, consider the records
of the Employers as conclusive evidence in making determinations
under the Plan.

     11.5 Decisions Binding.  The decisions of the Plan
Administrator shall, subject to the claims procedure described
below, be final and binding on all affected parties.

     11.6 Investment Committee.  The "Investment Committee" shall
consist of the Chief Financial Officer, the Chief Legal Officer
and the Senior Vice President, Human Resources, of the Company.
The Investment Committee shall have the following powers, duties
and discretion in addition to those stated elsewhere in the Plan:

          (a)  To establish such investment funds as it shall,
     from time to time, determine to make available, including
     separate funds identified to individual Participants, and to
     suspend or terminate any such funds;

          (b)  To review all reports provided to the Company by
     the Trustee of the investment performance of the Fund; and

          (c)  To review all reports on discrimination testing
     performed with respect to the Plan.

     11.7 No Bond Required.  No bond or other security shall be
required of the Plan Administrator for the performance of its
duties hereunder, except as may be required by any non- waivable
provision of law.

     11.8 Claim Procedure.  A claimant may make a claim for a
Plan benefit by filing a signed request specifically identifying
the benefit with the Plan Administrator.  Within 90 days from the
receipt of such claim (unless special circumstances require an
extension of time up to 90 days), the Plan Administrator shall
notify the claimant in writing of its decision.  If the claim, is
denied, such notice shall state the following:  (i) the specific
reasons for denial; (ii) specific references to pertinent Plan
provisions; (iii) a description of any additional material or
information necessary for the claimant to perfect the claim and
an explanation of why such material or information is needed; and
(iv) an explanation of the Plan's review procedure.  For a period
of 60 days after the receipt of such notice, the claimant or his
duly authorized representative may review pertinent documents and
submit a written request to the Plan Administrator for review of
the denial.  A claimant submitting such a request for review
shall be allowed to submit issues and comments in writing to the
Plan Administrator.  The Plan Administrator shall afford any
claimant so requesting review a full and fair review of the
decision denying the claim, and may, in its sole discretion, hold
a hearing to review the issues raised by the claimant.  Within 60
days after receipt of the request for review, unless special
circumstances such as the need to hold a hearing require an
extension of time up to 60 days, the Plan Administrator shall
render a decision on review in writing to the claimant.  The
notice of decision on review shall describe the specific reasons
for the decision, written in a manner calculated to be understood
by the claimant, and specific Plan provisions on which the
decision is based.  The Plan Administrator shall render its
decision on review in its discretion, and its decision shall be
final and binding.  The exclusive forum for review of the Plan
Administrator's decision shall be arbitration in Chicago,
Illinois under the rules of the American Arbitration Association.
The standard of review in such arbitration shall be the
"arbitrary and capricious" standard.  The arbitrator may not
change the terms of the Plan.  Each of the parties shall bear one-
half (1/2) of the cost of such arbitration.

                       ARTICLE 12 - MISCELLANY

     12.1 No Reversion of Assets.  Except as otherwise expressly
provided in the Plan, no part of the assets held by the Trustee
shall ever revert to any Employer or be used for or diverted to
purposes other than for the exclusive benefit of the Participants
or their Beneficiaries, and the expenses of the Plan.  No person
shall have any interest in or any claim upon the assets held by
the Trustee or any part thereof except as expressly provided in
the Plan.

     12.2 No Alienation of Benefits.  The benefits provided
hereunder are intended for the personal security of persons
entitled to benefit payments under the Plan.  Except for payments
made pursuant to any Qualified Domestic Relations Order, such
benefits shall not be subject in any manner to anticipation,
transfer, encumbrance, execution, or levy of any kind, either
voluntary or involuntary prior to actually being received by the
person entitled to the benefit under the terms of the Plan; and
any attempt to dispose of any right to benefits payable hereunder
shall be void.  The Fund shall not in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements or
torts of any person entitled to benefits hereunder.

     12.3 Termination of Employment.  Neither the establishment
of the Plan, nor the Fund, nor the payments of benefits
thereunder, shall be construed as establishing, guaranteeing or
affecting any employment relationship between any person and any
Employer or Related Entity or as giving to any person any legal
or equitable right against any Employer, Related Entity or the
Trustee other than such, if any, as may be expressly provided
herein.

     12.4 Information to Plan Administrator and Trustee.  The
Employers and Related Entities will notify the Plan Administrator
and the Trustee in writing of all information or data with
respect to any Employee or Participant which may be necessary for
the proper administration of the Plan and the Fund.  The Plan
Administrator is authorized to act upon such information, and the
Trustee is authorized to act upon information received from the
Plan Administrator, without further investigation, and each is
authorized to rely upon any document or signature believed by it
to be genuine.

     12.5 Addresses.  It is the responsibility of each
Participant and Beneficiary to keep the Trustee informed in
writing of his current post office address.  Any communication,
statement, payment or notice addressed to any such person at his
last post office address filed with the Trustee, or if no such
address was filed with the Trustee, then at his last post office
address as shown on the records of the Employer, shall be binding
on him for all purposes of the Plan.  Neither the Trustee nor the
Plan Administrator nor any Employer shall be obligated to search
for or ascertain the whereabouts of any such person.

     12.6 Mailing of Notices.  Unless otherwise specifically
provided herein, any notice required or permitted to be sent by
the Plan Administrator, Trustee, Company or any Employer unless
personally delivered into the hands of the person to be notified
or his proper agent, become effective two days after the mailing
thereof by registered or certified mail, postage and registration
or certification fees prepaid, to the address of the party to
whom such notice is directed as last known to the party giving
such notice.

     12.7 Action By Employer.  Unless otherwise specified in the
Plan, any action of an Employer pursuant to any of the provisions
of the Plan shall be evidenced by a resolution of its board of
directors, or by written instrument executed by any person
authorized by its board of directors to take such action.

         ARTICLE 13 - AMENDMENT, TERMINATION, AND PLAN MERGER

     13.1 Amendment of the Plan.  The Company reserves the right
to amend this Plan at any time, effective retroactively or
otherwise, provided that no amendment shall:

          (a)  Operate to give any Employer, either directly or
     indirectly, any interest whatsoever in the Fund; or

          (b)  Enlarge the duties or responsibilities of the
     Trustee without its express consent;

and provided further, that notwithstanding anything herein
contained to the contrary, the Company reserves the right,
without the consent of anyone, to amend this Plan in such manner
as it may deem necessary or advisable in order to qualify the
Plan under the provisions of the Code.  The Plan may be amended
by action of the Company's Board of Directors, Chief Executive
Officer or Senior Vice President of Human Resources.

     13.2 Termination of the Plan.  The Company, by action of its
Board of Directors, may terminate the Plan at any time.  Any
Employer, by action of its board of directors, may terminate the
Plan with respect to it at any time, by notice to the Company.
In the event that an Employer shall be judicially declared
bankrupt or insolvent or in the event of the dissolution, merger,
consolidation or substantive reorganization of an Employer, the
Plan shall be regarded as being terminated as to such Employer on
the effective date of such event, unless, with the consent of the
Company, provision shall be made by the successor of the Employer
for continuing the Plan, in which event such successor shall be
substituted for such Employer hereunder.

     13.3 100% Vesting Upon Termination.  In the event of a
termination or partial termination of the Plan, all affected
Participants shall become 100% vested in their Account Balances.

     13.4 Distribution Upon Termination.  In the event of the
termination of the Plan, the Fund shall be distributed as
follows:

          (a)  If, at the date of such termination, there shall
     be unallocated any net income from or any net appreciation
     or depreciation in the fair market value of the investments
     of the Fund, the appropriate portion of such unallocated
     items shall be allocated among the individual accounts of
     the then Participants pursuant to the provisions of the Plan
     as though the date of such termination were a Valuation
     Date;

          (b)  The Fund may be liquidated or may be frozen for
the purpose of the  investment and subsequent distribution of the
assets thereof, as the Company may decide.   If the Fund is not
frozen, the Trustee may dispose of such item or items of the Fund
as may be necessary to make disbursements from the Fund.  Such
disbursements shall be made by the Trustee by a lump sum distri
bution, in cash or in property valued at its then fair market
value.

     13.5 Merger or Consolidation.  In the event of any merger or
consolidation of the Plan with, or transfer in whole or in part
of the assets and liabilities of the Fund to another trust fund
held under any other qualified plan maintained or to be
established for the benefit of all or some of the Participants of
this Plan, the assets of the Fund applicable to such Participants
shall be transferred to the other trust fund only if each such
Participant would receive a benefit immediately after the merger,
consolidation or transfer (if the other plan had then terminated)
which is equal to or greater than the benefit such Participant
would have been entitled to receive immediately before the
merger, consolidation or transfer (if this Plan had then
terminated).

                                
          ARTICLE 14 - CONSTRUCTION AND INTERPRETATION

     14.1 Governing Law.  The validity and effect of this Plan
and the rights and obligations of all parties hereto and all
other persons affected hereby shall be construed and determined
in accor dance with the Code and ERISA and, to the extent not
inconsistent therewith, the substantive laws (and not the
conflict of law or jurisdictional rules) of the state of South
Dakota.  In case any provision of the Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall
not affect the remaining parts of this Plan, but this Plan shall
be construed and enforced as if said illegal and invalid
provisions had never been inserted herein.  In the event of any
ambiguity in this Plan, the construction adopted by the Plan
Administrator shall be binding for all purposes, provided,
however, that in all respects the Plan shall be construed so that
it is in compliance with ERISA and the Code.

     14.2 Gender and Number.  All pronouns used in this Plan
shall be deemed sexually neutral, and singular usage shall
include plural usage and vice versa, all as the context shall
require.

     14.3 Headings and References.  The table of contents hereto
and Article headings and Section numbers herein are included for
convenience of reference only; and if there shall be any conflict
between any such table of contents, headings or numbers and the
text of this Plan, the text shall control.

     14.4 Successors and Assigns.  This Plan shall be binding
upon all persons claiming benefits hereunder, upon their personal
representatives, conservators, heirs and legatees, and upon the
Plan Administrator and the Employers and the Trustee and their
respective successors, transferees and assigns.

     14.5 Necessary Party to a Proceeding.  In any application to
or proceeding or action before any board or tribunal, only the
Company, the Trustee and any affected Employer shall be necessary
parties, and no Participant or other person having any interest
in the Fund shall be entitled to any notice or service of process
respecting any such action or proceeding.  Any judgment, decree
or ruling entered in such a proceeding or action shall be binding
and conclusive upon all persons claiming under the Plan.

     14.6 Return of Contributions.  The Employer shall have no
right or title to, nor interest in, the contributions made to the
Fund, and no part of the Fund shall revert to the Employer,
except as follows:

          (a)  If an Employer's contribution is made by mistake
     of fact, such contribution shall, at the Employer's written
     request, be returned to the Employer within one year after
     it is made; and

          (b)  All Employer contributions are conditioned on
     deductibility under Code Section 404.  To the extent the
     deduction of an Employer's contribution is disallowed, such
     contribution shall, at the Employer's request, be returned
     to the Employer within one year of the disallowance.

                         ARTICLE 15 - TRUSTEE

     15.1 Trustee.  The Fund shall be administered by the Trust
ee, which shall be the entity, individual or group of individuals
appointed by the Company as Trustee.

     15.2 Title in the Trustee.  All right, title and interest in
and to the Fund shall be vested in and reside exclusively in the
Trustee, subject to the right of the Trustee to register title to
any assets of the Fund in the name of a nominee or nominees.

     15.3 Power to Invest.  The Fund may be invested and
reinvested without distinction between principal and income.  The
Trustee is authorized to invest and maintain investments of part
or all of the Fund in any property, whether real or personal or
mixed (including without limitation any collective or part
interest or participating interest in any such property) and
regardless of where located, as shall be determined by the
Trustee.  The Fund may be invested, maintained and reinvested in
any such property even though the Trustee, in its individual or
any other capacity, shall have invested, or may thereafter
invest, its own or other funds in the same or similar property,
the proceeds or principal of which may be payable at different
rates or times or may have different ranks or priorities.  The
Trustee may hold any portion of the Fund in cash pending
investment or payment of expenses or benefits, without incurring
liability for interest.

     15.4 Commingling of Assets.  Unless otherwise directed by
the Company, the Trustee shall have the power in its sole
discretion to cause all or any part of the assets of the Fund to
be invested and reinvested with the assets of the funds of any
other qualified retirement trusts established by the Company or
Related Entities.  In the event of such commingling and joint
investments, the Trustee shall allocate or cause to be allocated
individual interests in such commingled assets to this Fund and
to the various other participating trusts' funds in accordance
with their respective percentage interests therein.  No part of
any participating trust's interest in such commingled assets may
be used for or diverted to purposes other than for the exclusive
benefit of the participants or their beneficiaries who are
entitled to benefits under such participating trust, and no
participating trust may assign any part of its interest in such
commingled assets.

     15.5 Trustee's Participation in Investments.  No investment
shall be deemed an improper or imprudent investment merely
because the Trustee has individually participated in the
issuance, underwriting or original sale (whether as a member of a
syndicate, partnership or in any other capacity) of any such
securities or property, or merely because a part or all of the
proceeds received by the issuer or seller will be used to satisfy
any obligation of the issuer or seller to the Trustee.

     15.6 Additional Trustee Powers.  In addition to the powers
generally conferred upon trustees by applicable law, the Trustee
shall have the power:  (a) to hold, manage, improve, repair and
control all property, whether real or personal, at any time
forming a part of the Fund; (b) to collect the proceeds
therefrom; (c) to sell, convey, transfer, grant options to
purchase, exchange, partition, subdivide, lease, for any term and
otherwise dispose of for cash or on credit, publicly or
privately, or dedicate or vacate any property of the Fund;
(d) subject to the rules stated herein regarding the voting of
Employer Stock, to vote any corporate stock or other voting
securities of the Fund and to give proxies for the purpose of
voting the same to any other persons, with or without power of
substitution; (e) to prosecute or defend, compromise, submit to
arbitration or abandon all claims and demands in favor of or
against the Fund, and to represent the trust in all legal actions
or proceedings before any body or tribunal with respect to
property held in the Fund; and (f) to extend the time of payment
of any obligation held by the Fund with or without consideration
for the extension.

     15.7 Options, Rights and Privileges.  In case any securities
held by the Trustee shall entitle the holder to an option or
privilege to convert the same into other securities, or in case
the right or privilege shall be given to the holder to subscribe
for additional or other securities, the Trustee is authorized in
its sole discretion to dispose of or exercise such options,
rights and privileges from time to time and to make or refrain
from making such conversions and subscriptions and to make
payments therefor and to hold such securities so acquired as
investments of the Fund, and to advance or borrow money for the
purpose of exercising any of such rights.

     15.8 Reorganization, Merger and Sale.  The Trustee is
authorized in its discretion to unite with other owners of
property similar to that which may be held at any time in the
Fund in carrying out any plan for the liquidation, reorganization
or recapitalization of the financial structure of any entity
whose securities or other property may form a portion of the
Fund; to deposit any property held in the Fund with any
protective, reorganization or similar committee, and to delegate
discretionary power to any such committee; to exchange securities
of any entity for others issued by the same or any other entity
upon such terms as the Trustee shall deem proper; to consent to
the consolidation or merger of any entity with any other entity,
and to the lease or sale by any entity of its property or any
portion thereof to any other entity; and upon any consolidation,
merger, sale or lease or similar arrangement, to exchange the
securities or other property held for other securities or
property issued in connection with such arrangement, and in such
matters to pay all assessments, expenses and sums of money which
it may deem expedient or which may be required for the protection
or furtherance of the interests of the Fund.

     15.9 Power to Borrow Money.  The Trustee shall have the
power and authority to borrow money, whenever in its judgment the
purposes of the Fund may require, for such periods of time and
upon such terms as it may see fit, and to encumber any part or
all of the Fund, and to renew or extend any encumbrance existing
upon the Fund, whenever in the judgment of the Trustee it may be
advisable to do so.

     15.10     Common Trust Funds.  The Trustee shall have the
power in its sole discretion and judgment to cause all or any
part of the assets of the Fund to be deposited with a banking
institution (which may or may not be the Trustee), trust company,
or other organization to be held in a common trust fund meeting
the requirements set forth below.  Any common trust fund to which
all or a part of the assets of the Fund are transferred shall be
a trust organized in the United States and maintained at all
times as a domestic trust pursuant to a trust instrument which:

          (a)  expressly limits participation therein to
     qualified retirement trusts;

          (b)  prohibits that part of its corpus or income which
     equitably belongs to any participating trust from being used
     for or diverted to purposes other than for the exclusive
     benefit of the participants or their beneficiaries who are
     entitled to benefits under such participating trust; and

          (c)  prohibits assignment by a participating trust of
     any part of its interest in the common trust.

     To the extent that any part or all of the Fund is deposited
in a common trust fund meeting the requirements hereof, the
instrument pursuant to which such common trust fund is maintained
shall be deemed to be incorporated in the Plan by this reference,
and, if there shall be any conflict between any provision of the
Plan and any provisions of such common trust instrument, the
provi sions of such instrument shall control.

     15.11     Investment Managers.  The Trustee may employ such
agents and experts (any of whom may also be employed by or repre
sent the Company or any other Employer) as in the opinion of the
Trustee may be necessary for the proper management of the Fund.
The Trustee may designate in writing as an investment manager or
managers to manage all or any part of the fund any invest ment
adviser registered under the Investment Advisers Act of 1940; any
bank as defined in said Act; or any insurance company qualified
to perform investment management services in more than one state,
which investment manager shall have all powers of the Trustee in
the management of such part of the Fund.  The Trustee shall not
be liable for the acts or omissions of such investment manager or
be under any obligation to invest or otherwise manage that part
of the Fund which is subject to the management of the investment
manager.  The Trustee shall notify the Company in writing of any
appointment of an investment manager, and shall provide the
Company with the investment manager's written acknowledgment that
it is a fiduciary with respect to the Plan.

     15.12     General Powers.  Subject to the provisions and
limitations herein expressly set forth, the Trustee shall have in
general the power to do and perform any and all acts and things
in relation to the Fund in the same manner and to the same extent
as an individual might or could do with respect to his own
property.  No enumeration of specific powers herein shall be
construed as a limitation upon the foregoing general power, nor
shall any of the powers herein conferred upon the Trustee be ex
hausted by the use thereof, but each shall be continuing.

     15.13     Payments of Taxes.  If any benefits payable by the
Trustee hereunder shall become liable for the payment of any tax,
charge or assessment which in the opinion of the Trustee is
required to be paid by the Trustee, the Trustee shall have full
power and authority to pay such tax, charge or assessment out of
any monies or other property held in its hands.  The Trustee may,
prior to making any payment to any person hereunder, require such
releases or other documents from any lawful taxing or other
authority and such indemnity from the contemplated Distributee as
the Trustee shall deem necessary for its protection; and the
Trustee shall have no liability for payment of interest on monies
retained by it pending receipt of such releases, indemnities or
other documents.

     15.14     Annual Statements.  Within a reasonable time after
the close of each Plan Year, the Trustee shall cause to be
prepared and submit to the Plan Administrator a statement of the
condition of the Fund, setting forth all investments, receipts
and disbursements, and other transactions effected during the
Plan Year and showing the Fund and the value thereof at the end
of the Plan Year.

     15.15     Trustee's Decisions Binding.  Exercise by the
Trustee of any discretion vested in it, either expressly or by
implication, shall be conclusive and binding upon all parties
affected, without restriction, however, on the right of the
Trustee to reconsider and redetermine such actions.

     15.16     Removal of the Trustee.  The Company may remove
the Trustee (or any member of a group acting as Trustee) by
giving 30 days' written notice of such intended action to the
person being removed.  The Trustee (or any member of a group
acting as Trustee) may resign by giving 30 days' written notice
of such intended action to the Company.  Any such person so
resigning shall, within 90 days following the effective date of
such resignation, file with the Company a written statement of
accounts and proceedings concerning the acts of such person with
respect to the Fund since the date of the last annual statement
and report of the Trustee.  In the event of the resignation or
removal of the Trustee (or a member of a group acting as
Trustee), a successor may be appointed by the Company.  Upon
written acceptance by such successor, any such successor shall
have the same rights, duties, powers and immunities as the person
being succeeded unless otherwise provided in the instrument of
appointment.  In no event shall any such successor be responsible
for or liable on account of any act or failure to act of any
predecessor or have any duty to make inquiry or investigation as
to any act or omission occurring prior to its appointment.

     15.17     Majority of Trustees to Act.  In the event that a
group of individuals is acting as Trustee, the number of such
persons who shall act in such capacity from time to time shall be
determined by the Company.  Such persons shall be appointed by
the Company, and may or may not be the Plan Administrator or
Participants or employees of the Company or a Related Entity.
Any action taken by a group acting as Trustee shall be taken at
the direction of a majority of such persons, or, if the number of
such persons is less than three, by unanimous consent.

     15.18     Trustee Does Not Determine Contributions.  In no
event shall the Trustee (or any member of a group acting as
Trustee) be under any obligation whatsoever to determine whether
contributions received by the Trustee comply with the provisions
of this Plan or be obligated to take any action other than to
receive and administer such contributions pursuant to the terms
hereof.

     15.19     Reimbursement of the Trustee.  The Trustee shall
be reimbursed for all costs and charges incurred by the Trustee
in the prosecution or defense of any legal action or proceeding,
or arbitration, abandonment or compromise of claims, regarding
the Plan or Fund or the administration thereof to which the
Trustee may be a party, unless such action or proceeding involves
the responsibility or liability of the Trustee for breach of its
duties hereunder.

     15.20     Trustee Compensation.  The Trustee shall be
entitled to reasonable compensation for services rendered
hereunder; provided, that any individual acting as Trustee
hereunder shall serve without compensation for his services.  The
Trustee shall, unless reimbursed therefor by the Company, pay
from the Fund such compensation and all reasonable and necessary
costs, charges, expenses and taxes, including reasonable fees for
attorneys and agents, incurred in connection with the discharge
of its responsibilities under the Plan.  The Trustee shall not be
required to give bond for the faithful performance of its duties
hereunder, except as required by non-waivable provision of law.

     15.21     Rules Applicable to Trustee.  Notwithstanding any
other provision hereof, the following rules shall apply.

          (a)  For purposes of determining the value of assets in
     the trust, the Trustee shall value such assets in accordance
     with the Trustee's procedures for determining fair market
     value as of any date for which such valuation or accounting
     is required and in accordance with the procedures for
     valuation of any interests in any collective investment
     trust described below.

          (b)  No power, duty or responsibility is imposed upon
     the Trustee under the Plan, except as set forth in this
     article.  Until they determine or are advised to the
     contrary, the Trustee and any investment manager duly
     appointed hereunder may assume that this trust is qualified
     under Section 401(a), and is entitled to tax exemption under
     Section 501(a), of the Code.

          (c)  Except as otherwise provided below, the Trustee
     shall make investments in such investment funds only as the
     Employer directs in writing and the Trustee shall be under
     no obligation to inquire as to the propriety of such
     direction or as to the amount to be invested in each such
     investment account on behalf of each Participant.

               (i)  The Trustee shall have the power to invest
          any portion of the assets in a Participant's account
          which is held in cash or cash equivalents in short
          term, fixed income investments pending receipt of
          instructions from the Employer regarding the investment
          of a Participant's accounts.  While an investment fund
          transfer is pending, a Participant will not share in
          any gains or losses in the fund to which such amount is
          transferred until the trade into such fund is settled
          by the Trustee.

               (ii) The Trustee shall determine and report to the
          Company on each accounting date or as soon thereafter
          as practicable the fair market value (as determined in
          the sole discretion of the Trustee in accordance
          herewith) of the assets held for the benefit of each
          Participant in an investment fund in accordance with
          this paragraph.  The Trustee shall have the right to
          rely on any valuations and fair market valuations
          prepared by third parties as to assets held by any such
          third party.

               (iii)     The Trustee shall provide to the Company
          on each accounting date or as soon thereafter as
          practicable a statement showing the assets held for the
          benefit of each Participant in such investment funds
          and any expenses attributable to the acquisition and
          maintenance of such assets and expenses attributable to
          any assets disposed of since the last preceding
          accounting date.

               (iv) On the written direction of a Participant
          given to the Trustee by the Employer in accordance with
          the Plan, the Trustee shall liquidate for their fair
          market value (as determined by the Trustee) all of the
          assets held for the benefit of the Participant in an
          investment fund(s) and report the amount realized on
          such liquidation.

               (v)  All expenses incurred in connection with the
          sale, investment and reinvestment of assets in an
          investment fund (such as brokerage, postage, express
          and insurance charges and transfer taxes) shall be
          charged to the appropriate investment fund.

               (vi) If required by law, the Trustee reserves the
          right to disapprove any investment direction filed with
          the Trustee.

              ARTICLE 16 - STOCK CONTRIBUTION FUND

     16.1 Investment In Stock Contribution Fund.  Employer
contributions under Section 3.2 and 3.4 may be made in the form
of Employer Stock.  If such a contribution is made in Employer
Stock, it shall be held in a separate investment fund called the
"Stock Contribution Fund".  In addition, effective September 1,
1997, a Participant may direct that Before-Tax Contributions made
on his behalf be invested in the Stock Contribution Fund.
Subject to the restrictions stated below, Participants may direct
that amounts held in any other investment fund that are
attributable to Employer Matching Contributions (and, effective
September 1, 1997, Before-Tax Contributions) be transferred to
the Stock Contribution Fund; and any Participant may direct that
any amounts to his credit in the Stock Contribution Fund be
transferred to another investment fund.  The transfers described
in the preceding sentence shall be made no more frequently than
once per calendar quarter (effective September 1, 1997, once per
calendar month), at the time and in the manner prescribed by the
Company.  With respect to Participants subject to Section 16 of
the Securities Exchange Act of 1934 (officers, directors and 10%
owners), transfers described above also shall be limited as
follows:

          (a)  Transfers shall be permitted only during the
     period beginning on the third business day following the
     date of release of quarterly or annual summary financial
     statements and ending on the twelfth business day following
     such date; and

          (b)  To the extent necessary to comply with SEC Rule
     16b-3(f), any such transfer shall be made at least six
     months after the date of the most recent election, with
     respect to any plan of the Company, that effected a
     "discretionary transaction" of the opposite way under such
     rule.

     16.2 Voting.  The Trustee shall, except as specifically
provided below, vote in its discretion shares of Employer Stock
held by the Stock Contribution Fund on each matter brought before
an annual or special stockholders' meeting of the Employer.

     Each Participant (or, in the event of his death, his
Beneficiary) shall have the right, to the extent of Employer
Stock allocated to his account, to direct the Trustee in writing
as to the manner in which to respond to a tender or exchange
offer with respect to Employer Stock, and the Trustee shall
respond in accordance with the instructions so received.  The
Plan Administrator shall utilize its best efforts to timely
distribute or cause to be distributed to each Participant (or
Beneficiary) copies of all materials distributed to stockholders
of the Employer in connection with any such tender or exchange
offer, together with a form requesting confidential instructions
on whether or not such shares will be tendered or exchanged.
Such instructions shall be forwarded by Participants and
Beneficiaries to the outside firm of certified public accountants
regularly used by the Employer, and the accounting firm shall
inform the Trustee only of the aggregate number of shares of
Employer Stock to be tendered or exchanged.  If the accounting
firm shall not receive timely direction from a Participant (or
Beneficiary) that he is exercising the right of direction, those
shares of Employer Stock  shall be tendered or exchanged.  The
instructions received by the accounting firm from Participants
and Beneficiaries shall be held in confidence and shall not be
divulged or released to any person, including officers or
employees of the Employer or any Related Entity.

               ARTICLE 17 - LOANS TO PARTICIPANTS

     17.1 Loan Program.  Loans shall be made available to each
Participant (and beneficiary) who is a party in interest (as
defined in Section 3(14) of ERISA) on a reasonably equivalent
basis. A loan to a Participant shall be a Participant-directed
investment of his or her account.  The loan is a Trust investment
but no account other than the borrowing Participant's account
shall share in the interest paid on the loan or bear any expense
or loss incurred because of the loan.  Prior to September 1, 1997
the number of outstanding loans shall be unlimited.  Effective
September 1, 1997, the number of outstanding loans shall be
limited to three.  The minimum amount of any loan shall be
$1,000.00.  Loans must be adequately secured and bear a
reasonable rate of interest.  The Loan program shall be
administered by the Loan Plan Administrator, who shall be
appointed by the Company.

     17.2 Maximum Loan Amount.  The amount of the loan shall not
exceed the maximum amount that may be treated as a loan under
Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

          (a)  $50,000 reduced by the excess of (i) the highest
     outstanding loan balance of loans during the one-year period
     ending on the day before the new loan is made, over (ii) any
     outstanding loan balance on the date the new loan is made;
     or
     
          (b)  One-half of the Participant's Account Balance.

     17.3 Collateral.  No collateral other than a portion of the
Participant's Account Balance (as limited above) shall be
accepted.  The Loan Plan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

     17.4 Spousal Consent.  A Participant who became a
Participant prior to January 1, 1995 must obtain the consent of
his spouse, if any, to the use of the Account Balance as security
for the loan.  Spousal consent shall be obtained no earlier than
the beginning of the 90-day period that ends on the date on which
the loan to be so secured is made.  The consent must be in
writing, must acknowledge the effect of the loan, and must be
witnessed by a Plan representative or a notary public.  Such
consent shall thereafter be binding with respect to the
consenting spouse or any subsequent spouse with respect to that
loan.  A new consent shall be required if the Account Balance is
used for collateral upon renegotiation, extension, renewal, or
other revision of the loan.

      17.5       Reduction of Account Balance.  If a valid
spousal consent has been obtained in accordance with the above,
then, notwithstanding any other provision of this Plan, the
portion of the Participant's Account Balance used as a security
interest held by the Plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of
determining the amount of the Account Balance payable at the time
of death or distribution, but only if the reduction is used as
repayment of the loan.  If less than 100% of the Participant's
Account Balance (determined without regard to the preceding
sentence) is payable to the surviving spouse, then the Account
Balance shall be adjusted by first reducing the Account Balance
by the amount of the security used as repayment of the loan, and
then determining the benefit payable to the surviving spouse.

     17.6     Reasonable Rate of Interest.  Each loan shall bear a
reasonable fixed rate of interest to be determined by the Loan
Plan Administrator.  In determining the interest rate, the Loan
Plan Administrator shall take into consideration fixed interest
rates currently being charged by commercial lenders for loans of
comparable risk on similar terms and for similar durations, so
that the interest will provide for a return commensurate with
rates currently charged by commercial lenders for loans made
under similar circumstances.  The Loan Plan Administrator shall
not discriminate among Participants in the matter of interest
rates; but loans granted at different times may bear different
interest rates in accordance with the current appropriate
standards.

     17.7 Repayment Period.  The loan shall by its terms require
that repayment (principal and interest) be amortized in level
payments, not less frequently than quarterly, over a period not
extending beyond five years from the date of the loan.  The
period of repayment for any loan shall be arrived at by mutual
agreement between the Loan Plan Administrator and the
Participant.

     17.8 Application.  The Participant shall make a written
application for a loan from the Plan on forms provided by the
Loan Plan Administrator.  The application must specify the amount
and duration requested.  No loan will be approved unless the
Participant is creditworthy.  The Participant must grant
authority to the Loan Plan Administrator to investigate the
Participant's creditworthiness so that the loan application may
be properly considered.  Information contained in the application
for the loan concerning the income, liabilities, and assets of
the Participant will be evaluated to determine whether there is a
reasonable expectation that the Participant will be able to
satisfy payments on the loan as due.  Additionally, the Loan Plan
Administrator will pursue any appropriate further investigations
concerning the creditworthiness and/or credit history of the
Participant to determine whether a loan should be approved.

     17.9 Promissory Note Required.  Each loan shall be fully
documented in the form of a promissory note signed by the
Participant for the face amount of the loan, together with
interest determined as specified above.

     17.10     Assignment of Collateral.  There will be an
assignment of collateral to the Plan executed at the time the
loan is made.

     17.11     Repayment by Payroll Deduction.  If repayment
through payroll deduction is available, installments are so
payable, and a payroll deduction agreement will be executed by
the Participant at the time of making the loan.  Where payroll
deduction is not available, payments are to be timely made.  Any
payment that is not by payroll deduction shall be made payable to
the Employer or the Trustee, as specified in the promissory note,
and delivered to the Loan Plan Administrator, including
prepayments, service fees and penalties, if any, and other
amounts due under the note.  The promissory note may provide for
reasonable late payment penalties and/or service fees.  Any
penalties or service fees shall be applied to all Participants in
a nondiscriminatory manner.  If the promissory note so provides,
such amounts may be assessed and collected from the account of
the Participant as part of the loan balance.

     17.12     Prepayment.  Each loan may be paid prior to
maturity, in part or in full, without penalty or service fee,
except as may be set out in the promissory note.

     17.13     Default.  If any amount remains unpaid for more
than 31 days after due, a default is deemed to occur unless loan
payments are suspended.  If a Participant is on an authorized
unpaid leave of absence, loan payments shall be suspended up to
12 months.  Any suspended loan payments shall be reflected as an
arrearage on the Employer's payroll.  Upon the Participant's
return to active employment, but no later than 12 months
following the initial suspension, the Participant's loan payments
shall resume at 150% of his original loan payment amount until
the entire arrearage due to suspended loan payments is repaid,
then at 100% of his original loan payment amount for the
remainder of his loan term.

     17.14     Remedies Available Upon Default.  Upon default,
the Plan has the right to pursue any remedy available by law to
satisfy the amount due, along with accrued interest, including
the right to enforce its claim against the security pledged and
execute upon the collateral as allowed by law and in compliance
with ERISA and the Code.  If any payment of principal or interest
or any other amount due under the promissory note, or any portion
thereof, is not made for a period of 90 days after due, the
entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and
subject to collection or satisfaction by any lawful means,
including specifically but not limited to the right to enforce
the claim against the security pledged and to execute upon the
collateral as allowed by law.

     17.15     No Foreclosure Prior to Distributable Event.  In
the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then
due, will not occur until a distributable event occurs in
accordance with the Plan, and will not occur to an extent greater
than the amount then available upon any distributable event which
has occurred under the Plan.

     17.16     Reasonable Collection Costs Assessed.  All
reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any
default or in any proceeding to enforce any provision of a
promissory note or instrument by which a promissory note for a
Participant loan is secured, shall be assessed and collected from
the account of the Participant as part of the loan balance.

     17.17     Insufficient Payroll Deduction.  If payroll
deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an
increase in the amount taken subsequently, sufficient to make up
the amount that is then due.  If the subsequent deduction is also
insufficient to satisfy the amount due within 31 days, a default
is deemed to occur as above.  If any amount remains past due more
than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued and any
other amount then due under the promissory note, shall become due
and payable, as above.

     17.18     Loan Due Upon Termination.  If the Participant
ceases to be an Employee, the balance of the outstanding loan
becomes due and payable, and the Participant's Account Balance
will be used as available for distribution(s) to pay the
outstanding loan.  The Participant's Account Balance will not be
used to pay any amount due under the outstanding loan before the
date which is 31 days after the date he ceased to be an Employee,
and the Participant may elect to repay the outstanding loan with
interest on the day of repayment.  If no distributable event has
occurred
under the Plan at the time that the Participant's Account Balance
would otherwise be used under this provision to pay any amount
due under the outstanding loan, this will not occur until the
time, or in excess of the extent to which, a distributable event
occurs under the Plan.

*     *     *     *     *     *     *


EXHIBIT A


Employees who May Become Eligible to Participate

     All Employees of an Employer.



EXHIBIT B


Excluded Subsidiaries




None


                                                         Exhibit 5.1
                                               



[GATEWAY 2000, INC. LETTERHEAD]
September 22, 1997


Gateway 2000, Inc.
610 Gateway Drive
P.O. Box 2000
North Sioux City, South Dakota  57049

Ladies and Gentlemen:

I am the Senior Vice President, General Counsel and Secretary of
Gateway 2000, Inc., a Delaware corporation (the "Company") and
have acted as counsel in connection with the filing of this
Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration under the Securities
Act of 1933, as amended (the "Act"), of up to 1,000,000 shares
(the "Shares") of the Company's Common Stock, $.01 par value per
share (the "Common Stock"), which are to be issued pursuant to
the Gateway 2000, Inc. Retirement Savings Plan (the "Plan") of
the Company.

In arriving at this opinion, I, or members of my staff, have
examined and relied upon originals or copies, certified or
otherwise identified to my satisfaction, of the following:

     1.     The Registration Statement;

     2.     The Plan;

     3.     The Restated Certificate of Incorporation of the
Company;

     4.     The Bylaws of the Company;

     5.     Copies of certain corporate records of the Company;

     6.     Certificates of public officials, officers,
representatives and agents of the Company and resolutions of the
Board of Directors (the "Board") and Committees of the Board; and

     7.     such other instruments, documents, statements and
records of the Company as I or members of my staff deemed
relevant and necessary to examine and rely upon for the purpose
of this opinion.

I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all the documents submitted
to me as certified or photostatic copies, and the authenticity of
all such documents.

I assume that, prior to the sale of any Shares to which this
Registration Statement relates, appropriate action will be taken
to register and qualify such Shares for sale, to the extent
necessary, under any applicable state or foreign securities or
other laws.

Based upon the foregoing and in reliance thereon, I am of the
opinion that the up to 1,000,000 Shares of Common Stock which are
to be issued pursuant to the Plan, when issued and paid for in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable by the Company.

The opinion contained in the preceding paragraph is based on the
assumption that, at the time such Shares of stock are issued,
this Registration Statement will then be effective.
This opinion is limited in all respects the General Corporation Law 
of the State ofDelaware and the federal laws of the United States of America,
and I express no opinion as to the law of any other jurisdiction or
the effect thereof.

I hereby consent to the inclusion of this opinion as Exhibit 5.1
to the Registration Statement.

Very truly yours,

/s/ William M. Elliott
------------------------
William M. Elliott
Senior Vice President, General Counsel & Secretary


                                                   Exhibit 5.2


                                                      


Undertaking re: Submission of Plan


     The Company hereby undertakes that it will submit or has
submitted the Gateway 2000, Inc. Retirement Savings Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.


                                                 Exhibit 23.1



                                                     
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration
Statement of Gateway 2000, Inc. on Form S-8, relating to the Retirement
Savings Plan, of our report datedJanuary 30, 1997, on our audits of the
consolidated financialstatements of Gateway 2000, Inc. as of December 31,
1996 and 1995 and for the three years ended December 31, 1996, which report is
included in its Annual Report on Form 10-K and of our report dated August 15, 
1997 on our audits of the Retirement Savings Plan of Gateway 2000, Inc. as of
December 31, 1996 and 1995 and for the year ended December 31, 1996, which 
report is included on Form 11-K.

                                /s/Coopers & Lybrand L.L. P.

Coopers & Lybrand L.L.P.
Omaha, Nebraska
September 19, 1997


                                           Exhibit 24.1

                                                     
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints William M. Elliott, Stephanie G. Heim and David J.
McKittrick and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 together with any or all
amendments thereto (including post-effective amendments), and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.


<TABLE>
<CAPTION>
SIGNATURE                     TITLE                    DATE
<S>                           <C>                      <C>

/s/ THEODORE W. WAITT         Chairman of the          July 23, 1997
----------------------        Board Chief Executive
Theodore W. Waitt             Officer (Principal
                              Executive Officer and
                              Director


/s/ CHARLES G. CAREY          Director                 July 23, 1997
-----------------------
Charles G. Carey

/s/ JAMES W. CRAVENS          Director                 July 23, 1997
-----------------------
James W. Cravens

/s/ GEORGE H. KRAUSS          Director                 July 23, 1997
-----------------------
George H. Krauss

/s/ DOUGLAS L. LACEY          Director                 July 23, 1997
-----------------------
Douglas L. Lacey

/s/ JAMES F. MCCANN           Director                 July 23, 1997
-----------------------
James F. McCann

/s/ RICHARD D. SNYDER         Director                 July 23, 1997
-----------------------
Richard D. Snyder



September 22, 1997



Securities & Exchange Commission
450 5th Street N.W.
Washington, D.C.  20549

Re:  Gateway 2000, Inc. - Registration on Form S-8
     File No. 0-22784; CIK No. 0000895812

Ladies and Gentlemen:

Enclosed for filing is a registration statement on Form S-8 to register 
1,000,000 shares of common stock of Gateway 2000, Inc. (the "Company") to be
offered under the Company's Retirement Savings (401K) Plan.  The filing fee of
$10,066.67 was sent by wire transfer to the Commission's account at Mellon
Bank on Friday, September 19, 1997.

If you have any questions, please call me at (605) 232-2594.

Sincerely,



Stephanie G. Heim
Senior Staff Counsel and Assistant Secretary

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 133613}]
{"company-data": {"conformed-name": "GATEWAY 2000 INC", "cik": "0000895812", "assigned-sic": "3571", "irs-number": "421249184", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36071", "film-number": "97683454"}, "business-address": {"street1": "610 GATEWAY DR", "city": "NORTH SIOUX CITY", "state": "SD", "zip": "57049", "phone": "6052322594"}, "mail-address": {"street2": "610 GATEWAY DRIVE", "city": "NORTH SIOUX CITY", "state": "SD", "zip": "57049-2000"}}
As filed with the Commission on September 22, 1997
                                
                  Registration No. 333-________
                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                         _______________
                                
                            Form S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                        ________________
                                
                       GATEWAY 2000, INC.
     (Exact name of registrant as specified in its charter)
                                
     DELAWARE                                      42-1249184
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
     

       610 Gateway Drive
       North Sioux City, South Dakota              57049
      (Address of Principal executive Offices)   (zip code)
     
     
             Gateway 2000, Inc. Retirement Savings Plan
     
     (Full Title of the plans)
     
     William M. Elliott, Esq.
     Senior Vice President, General Counsel and Corporate Secretary
     610 Gateway Drive
     North Sioux City, South Dakota  57049
     (Name and address of agent for service)
     
     (605) 232-2000
     (Telephone number, including area code, of agent for service)
-----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------

Title of          Amount to   Proposed         Proposed      Amount of
Securities to be  be          Maximum          Maximum       Registration
Registered        registered  Offering Price   Aggregate     Fee
                  (1) (3)     per              Offering
                              Share (2)        Price
--------------------------------------------------------------------------------
Common Stock,  1,000,000      $33.22           $33,220,000   $10,066.67                               
par value      shares
$.01 per
share
--------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) promulgated under the
     Securities Act of 1933, as amended, this registration
     statement also covers an indeterminate amount of interests
     to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for the purposes of calculating the
     registration fee pursuant to Rule 457(h) promulgated under
     the Securities Act of 1933, as amended, based upon the
     average of the high and low sales prices reported per share
     of the Common Stock on the New York Stock Exchange on
     September 17, 1997, which was $33.22.

(3)  Pursuant to Rule 416(a), this registration statement shall
be deemed to cover any additional shares of Common Stock, par
value $.01 per share, which may be offered pursuant to the
Gateway 2000, Inc. Retirement Savings Plan.

PART I.  INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").  These documents and the
documents incorporated by reference into this registration
statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.  Copies of
all documents incorporated by reference in Item 3 of Part II of
this Form S-8 (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference herein), as
well as other documents required to be delivered to employees
pursuant to Rule 428 (b), will be provided without charge to each
person, including any beneficial owner, on the written on oral
request of such person made to Gateway 2000, Inc., 610 Gateway
Drive, North Sioux City, South Dakota 57049, Attention:
Secretary, Telephone (605) 232-2000.

PART II.  INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     Gateway 2000, Inc. (the "Company") and the Gateway 2000,
Inc. Retirement Savings Plan (the "Plan") hereby incorporate the
following documents herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;

     (b)  The Plan's Annual Report on Form 11-K for the year
ended December 31, 1996;

     (c)  The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;

     (d)  The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997;

     (e)  The Company's Current Report on Form 8-K filed May 28,
1997, as amended on Form 8-K/A filed on June 2, 1997;

     (f)  All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), on or after December 31, 1996;
and

     (g)  The description of the Company's Common Stock, $.01 par
value (the "Common Stock"), contained in the registration
statement filed by the Company on May 16, 1997 on Form 8-A under
Section 12 of the Exchange Act including any subsequent amendment
or any report or other filing with the Securities and Exchange
Commission updating such description.

     In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this registration statement and prior to
the filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining
unsold shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this registration statement.

Item 4.   Description of Securities

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel

     None.

Item 6.   Indemnification of Directors and Officers

     The Company is a Delaware corporation.  Reference is made to
Section 145 of the Delaware General Corporation Law, as amended
(the "GCL"), which provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason
of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at its
request in such capacity of another corporation or business
organization against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe that such person's conduct was unlawful.  A
Delaware corporation may indemnify officers and directors in any
action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be
liable to the corporation.  Where an officer or director is
successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such
officer or director actually and reasonably incurred.

     Reference is also made to Section 102(b)(7) of the GCL which
permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.

     Under its Certificate of Incorporation and Bylaws, the
Company will, to the full extend permitted by the GCL, indemnify
each person made or threatened to be made a party to any civil,
criminal or investigative action, suit or proceeding by reason of
the fact that such person is or was a director, officer or
employee or agent of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise.  The Company's Certificate of Incorporation and
Bylaws state that the indemnification provided therein is not
exclusive.  

     The Company has in force an insurance policy under which its
directors and officers are insured, within the limits and subject
to the limitations in the policy, against certain expenses in
connection with the defense of such actions, suits or proceedings
to which they are parties by reason of being or having been
directors or officers.

Item 7.   Exemption From Registration Claimed

          Not Applicable.

Item 8.    Exhibits

       4.1     Gateway 2000, Inc. Retirement Savings Plan

       4.2     Specimen Certificate for the Company's Common
               Stock, par value $.01 per share (filed as Exhibit
               4.1 to Amendment No. 2 the Company's Registration
               Statement on Form S-1 (No. 33-70618) and
               incorporated herein by reference)

      5.1      Opinion of William M. Elliott, Esq., Senior Vice
               President, General Counsel & Secretary

      5.2      Undertaking re: Submission of Plan

      23.1     Consent of Coopers & Lybrand L.L.P.

      23.2     Consent of William M. Elliott, Esq., Senior Vice
               President, General Counsel & Secretary (included  in
               his opinion filed as Exhibit 5.1)

      24.1     Powers of Attorney

Item 9.   Undertakings

     (a)  The Company hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made of the securities registered hereby, 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 this
          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 this registration statement;
          and

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     of this section do not apply if the registration statement
     is on Form S-3, Form S-8 or Form F-3, 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 this 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.

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

     (b)  The Company hereby further undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of the annual report of the employee
benefit plans pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange 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 Company of expenses incurred or paid by a
director, officer or controlling person of the Company 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 Company 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 of
1933, as amended, the Company 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 North Sioux City, South
Dakota as of the 22nd day of September, 1997.

                         GATEWAY 2000, INC.

                         By:   /s/ David J. McKittrick
                               ----------------------------------
                              David J. McKittrick
                              Senior Vice President, Chief
                              Financial Officer and Treasurer

          Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature               Title                   Date
*                       Chairman of the Board   September 22, 1997
----------------------  and Chief Executive
Theodore W. Waitt       Officer (Principal
                        Executive Officer) and
                        Director
*                       Director                September 22, 1997
---------------------
Richard D. Snyder
                        Senior Vice President,  September 22, 1997
/s/David J. McKittrick  Chief Financial
--------------------    Officer and Treasurer
David J. McKittrick     (Principal Financial
                        Officer and Principal
                        Accounting Officer)
                        Director                September 22, 1997
*
--------------------
Charles G. Carey
                        Director                September 22, 1997
*
--------------------
James W. Cravens
                        Director                September 22, 1997
*
--------------------
George H. Krauss
                                                
*                       Director                September 22, 1997
--------------------
Douglas L. Lacey
                        Director                September 22, 1997
*
--------------------
James F. McCann

                                                
*By /s/ William M.
Elliott
--------------------
William M. Elliott
Attorney in Fact
Pursuant to the requirements of the Securities Act of
1933, as amended, the Plan Administrator has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of North
Sioux City, South Dakota as of September 22, 1997.

By: Gateway 2000, Inc., as Plan Administrator

By: /s/ Robert N. Beck
   --------------------
Name: Robert N. Beck
Title: Senior Vice President, Corporate Human Resources

EXHIBIT INDEX

NUMBER         DESCRIPTION

4.1                 Gateway 2000, Inc. Retirement Savings Plan

4.2                 Specimen Certificate for the Company's Common
                    Stock, par value $.01 per share (filed as
                    Exhibit 4.1 to Amendment No. 2 the Company's
                    Registration Statement on Form S-1 (No.
                    33-70618) and incorporated herein by reference)

5.1                 Opinion of William M. Elliott, Esq., Senior Vice
                    President, General Counsel & Secretary

5.2                 Undertaking re:  Submission of Plan

23.1                Consent of Coopers & Lybrand L.L.P.

23.2                Consent of William M. Elliott, Esq., Senior Vice
                    President, General Counsel & Secretary
                    included in his opinion filed as Exhibit 5.1)

24.1                Powers of Attorney

                                                     Exhibit 4.1

            

                       GATEWAY 2000, INC.
                                
                     RETIREMENT SAVINGS PLAN
                                
       (As Amended and Restated Effective January 1, 1997)

                          INTRODUCTION

          The Gateway 2000, Inc. Retirement Savings Plan (the
"Plan") was adopted by Gateway 2000, Inc., a Delaware corporation
(the "Company") effective January 1, 1991 and has been amended
subsequent to that date.  The Plan is hereby further amended and
restated effective January 1, 1997 unless a different effective
date is specified.

                     ARTICLE  - DEFINITIONS

          The following terms, when capitalized herein, shall
have the meaning set forth in this Article 1, unless the context
clearly indicates otherwise.

     1.1  "Account Balance":  The amount credited to the
individual account maintained with respect to a Participant as of
the Valuation Date coincident with the time of reference.

     1.2  "Annual Compensation Limitation":  $150,000 (or such
other amount as shall be determined under Section 401(a)(17) of
the Code).  The annual compensation of each Participant taken
into account for determining all benefits provided under the Plan
for any Plan Year shall not exceed the Annual Compensation
Limitation.  This Annual Compensation Limitation shall be
adjusted by the Secretary of the Treasury at the same time and in
the same manner as under Section 415(d) of the Code, except that
the dollar increase in effect on January 1 of any calendar year
is effective for Plan Years beginning in such calendar year.

     1.3  "Before-Tax Contributions":  The contributions which
Participants may make by salary reduction on a pre-tax basis
pursuant to Section 401(k) of the Code.

     1.4  "Beneficiary":  Any person designated by a Participant
with the written consent of his spouse, on a form prescribed by
and filed with the Plan Administrator, to receive any Retirement
Benefits which may become available under the Plan by reason of
the Participant's death.  The Participant may change any of his
Beneficiaries by filing with the Plan Administrator a new
designation on the form provided for that purpose; provided, that
if the effect of such a change is to deprive the Participant's
spouse of the status of sole, primary Beneficiary, such change
will be accompanied by the written consent of the Participant's
spouse.  Any consent of spouse must acknowledge the effect of the
Participant's election and be witnessed by a Plan representative
or notary public.  A consent of spouse shall not be required:
(i)  if the Participant is designating his spouse as his sole,
primary Beneficiary; (ii)  if the Participant can prove, to the
satisfaction of the Plan Administrator, that his spouse cannot be
located; (iii)  if the Participant is unmarried on the date of
his death; or (iv)  to the extent that the designation is subject
to the terms of a Qualified Domestic Relations Order.  If, in the
sole opinion of the Plan Administrator, there is no effective
designation on file at the date of a Participant's death,
Retirement Benefits payable on account of the Participant's death
will be paid in accordance with the following priorities:
     
     (a)  To the Participant's surviving spouse, if any, and to
     the estate of the Participant's surviving spouse upon the
     subsequent death of the surviving spouse prior to receiving
     all of the Retirement Benefits to which the spouse is
     entitled; otherwise

     (b)  To the Participant's surviving children, if any, in
     equal shares; otherwise

     (c)  To the Participant's father and mother in equal shares,
     or all to the one of them that survives the Participant, if
     either; otherwise

     (d)  To the Participant's estate.

     In no event shall any designation be effective until it is
received by the Plan Administrator and unless it is filed with
the Plan Administrator prior to the Participant's death.

     1.5  "Code":  The Internal Revenue Code of 1986, as it may
be amended from time to time.

     1.6  "Compensation":  Subject to the Annual Compensation
Limitation, the Form W-2, Box 1 compensation paid to an Employee
during the particular Plan Year and while he is a Participant,
plus any Before-Tax Contributions and salary reductions under
Code Section 125 made on behalf of the Employee during such Plan
Year while he is a Participant and any compensation deferred by
the Employee during the Company's Management Incentive Plan
during such Plan Year while he is a Participant, but excluding
any special incentive fund (SPIFF) payments, employee prizes and
awards.

     1.7  "Employee":  Any individual who is employed by and on
the payroll of an Employer at a location or division and in a job
classification enumerated in Exhibit A hereto.  The term
"Employee" shall not include "leased employees," as such term is
defined in Section 414(n) of the Code.

     1.8  "Employer":  The Company and each other Related Entity
which is a wholly owned subsidiary in an unbroken chain beginning
with the Company, except as specified in Exhibit B.

     1.9  "Employer Matching Contributions":  The contributions
made by the Employers which match a portion of Before-Tax
Contributions.

     1.10 "Employer Stock":  Shares of common stock of the
Company which are qualifying employer securities as defined in
Section 407(d)(5) of ERISA and Section 4975(e)(8) of the Code.

     1.11 "ERISA":  The Employee Retirement Income Security Act
of 1974, as it may be amended from time to time.

     1.12 "Fund":  All money and property of every kind and
character held by the Trustee pursuant to this Plan.

     1.13 "Hours of Service":  The total of:

          (a)  Each hour for which the Employee is directly or
indirectly paid, or entitled to payment by the Employer or a
Related Entity for the performance of duties.  Such hours shall
be credited to the period during which the duties were performed.
In the case of Employees for whom records of working hours are
not kept, Hours of Service shall be determined by crediting the
Employee with 10 Hours of Service per day for each day during
which the Employee would otherwise receive credit for Hours of
Service under this subsection; and

          (b)  Each hour for which back pay has been either
awarded to the Employee or agreed to by the Employer or Related
Entity.  Such hours shall be credited to the period to which the
agreement or award applies and not to the period during which the
agreement or award was made; and

          (c)  Each hour for which an Employee is paid or
entitled to payment by the Employer or a Related Entity on
account of a period during which no duties were performed by
reason of vacation, holiday, illness, incapacity, layoff, jury
duty, military duty or authorized leave of absence.  Such hours
shall be determined in reference to what would have been the
Employee's regularly scheduled working hours during the period of
absence, and if an Employee had no regularly scheduled working
hours, on the basis of an 8-hour day and a 40-hour week.  No more
than 501 Hours of Service shall be credited under this provision
for any continuous period of absence and no Hours of Service
shall be credited for any period during which the Employee is
compensated solely in compliance with worker's compensation,
unemployment compensation or disability insurance laws or medical
or medically-related expense reimbursement plans of the Employer;
and

          (d)  With respect to an individual employed by an
Employer or a Related Entity in a status other than that of an
Employee, each hour with respect to which such individual would
have been credited with an Hour of Service if the individual had
been an Employee at the time the hour occurred.  Nothing herein
requires the crediting of hours attributable to a period of time
prior to the date that a Related Entity becomes a Related Entity,
but the Company may determine the extent, if any, to which such
hours shall be counted.

     The same Hour of Service shall not be credited to an
Employee more than once, even though described by more than one
of the preceding rules.

     1.14 "Key Employee":  Any employee or former employee of an
Employer or a Related Entity who at any time during the Plan Year
(including the "determination date" that is described in the
definition of a Top-Heavy Plan) or any of the four preceding Plan
Years is or was:  (i) an officer of any Employer or Related
Entity having compensation in excess of 50% of the amount in
effect under Code Section 415(b)(1)(A) for such Plan Year;
(ii) one of the 10 employees having annual compensation in excess
of the dollar limitation and owning (or deemed to own within the
meaning of Section 318 of the Code) the largest interests
(greater than a half percent interest) in any Employer or Related Entity;
(iii) a 5% owner of any Employer or Related Entity; or (iv) a 1%
owner of any Employer or Related Entity having annual
compensation in excess of $150,000.  A Beneficiary whose right to
Retirement Benefits from the Plan has accrued by virtue of the
death of a Key Employee, as defined above, shall also be
considered a Key Employee.  For the purposes of this definition
"compensation" shall be given the same meaning as used in
defining the percentage limitation on the Maximum Annual Addition
to Participants' accounts.  The determination of whether a person
is a Key Employee shall, in all events, be made in accordance
with Section 416(i)(1) of the Code.

     1.15 "Maximum Annual Addition": The term shall, with respect
to any Participant for a particular Plan Year, refer to the
lesser of:

          (a)  $30,000; or

          (b)  25% of the Participant's total compensation paid
     during the Plan Year (unless the Employer has elected by
     corporate resolution to use compensation accrued for the
     Plan Year, in which case "total compensation earned" shall
     be substituted for "total compensation paid").  For purposes
     of this Section 1.15(b) "Participant's total compensation"
     means all compensation paid by the Employer to the
     Participant for the Plan Year and currently includible in
     gross income, including bonuses and commissions.  Effective
     January 1, 1998, "Participant's total compensation" shall
     also include any elective deferral (as defined in Section
     402(g)(3) of the Code) of the Participant for the Plan Year
     and any amount which is deferred at the election of the
     Participant for the Plan Year and not included in income
     under Section 125 of the Code.

     1.16 "Normal Retirement Date":  The date upon which an
Employee attains age 65, provided that nothing in the Plan shall
prevent an Employee from continuing in the employ of an Employer
or a Related Entity and continuing as a Participant beyond his
Normal Retirement Date.

     1.17 "One Year Break in Service":  Any Plan Year within
which the Employee fails to complete more than 500 Hours of
Service.  For the purpose of determining whether a One Year Break
in Service has occurred, the Hours of Service that normally would
have been credited to an Employee (or eight Hours of Service per
workday if normally credited Hours cannot be determined), but for
an absence caused by pregnancy of the Participant, birth of a
child of the Participant, initial placement of an adopted child
with the Participant or care of a newborn child or newly placed
child of the Participant, will be credited to the Participant up
to the maximum of 501 such Hours of Service, provided that the
Participant provides written evidence, in a form that is satisfac
tory to the Plan Administrator, of the days over which such
absence extended and that the reason for such absence is among
those specified above.  Hours of Service that are deemed to be
credited under this Section shall be attributed to the Plan Year
during which the absence commenced (even though the absence
extends into the succeeding Plan Year) if any one of such Hours
is necessary to prevent such Plan Year being considered a One
Year Break in Service.  If the Participant had already been
credited with at least 501 Hours of Service (without considera
tion of the provisions of this rule) in the Plan Year during
which the absence commenced, then the Hours of Service that are
credited under this rule will be credited to the immediately
succeeding Plan Year.  Hours of Service shall not be credited
under this rule to any Plan Year that begins after the Plan Year
that succeeds the Plan Year during which an absence commences,
provided that multiple, non-concurrent pregnancies, births and
adoptions shall be deemed to commence separate periods of
absence.  Hours of Service shall not be credited under both this
rule and under any subsection used to define the term "Hours of
Service."

     1.18 "Participant":  An Employee who has fulfilled the
requirements of Article 2 and commenced participation in the
Plan.  An individual who has become a Participant shall remain a
Participant until he dies or his Account Balance is reduced to
zero.  If a Participant dies before his Account Balance is
reduced to zero, his Beneficiary shall be deemed a Participant
for the limited and exclusive purposes of administering the
deceased Participant's account and distributing the same.  Any
"Alternate Payee" identified in a Qualified Domestic Relations
Order shall be deemed a Participant for the limited and exclusive
purposes of administering the Alternate Payee's interest in the
Plan and distributing the same.

     1.19 "Permanent Disability":  A mental or physical condition
which renders a Participant unable to perform, for the
foreseeable future, his normal work for an Employer or any other
work for which he is qualified by reason of education, training
or experience as determined by a competent physician chosen by
the Employer. Uniform standards shall apply to Participants in
similar conditions.

     1.20 "Plan":  Gateway 2000, Inc. Retirement Savings Plan,
the profit sharing plan with a cash or deferred arrangement set
forth herein and as it may hereafter be amended from time to
time.

     1.21 "Plan Administrator":  The person or persons appointed
as such pursuant to the provisions of the Plan.

     1.22 "Plan Aggregation Rules":  Certain Employer plans must
be aggregated for purposes of determining whether they are Top-
Heavy Plans.  Those plans which must be aggregated, called
"Required Aggregation Groups", are defined in paragraph (a)
below.  Those plans which may be aggregated with the Required
Aggregation Groups in order to satisfy the 60 percent limit on
accrued benefits for Key Employees, called "Permissive
Aggregation Groups", are defined in paragraph (b) below.
          
          (a)  Required Aggregation Groups include:

               (i)  each Employer plan in which a Key Employee is
          a participant, and
               (ii) each other Employer plan which enables any
          plan described in clause (i) to meet the
          nondiscrimination requirements of Code Section
          401(a)(4) or the minimum coverage requirements of Code
          Section 410.

          (b)  Permissive Aggregation Groups include the Required
     Aggregation Group and any Employer plan in which a Key
     Employee is not a participant, provided the plan aggregation
     group would continue to meet the nondiscrimination
     requirements of Code Section 401(a)(4) and the minimum
     coverage requirements of Code Section 410 if such plan or
     plans are included in the aggregation group.

     1.23 "Plan Year":  The twelve month period ending each
December 31.

     1.24 "Qualified Domestic Relations Order":  A "qualified
domestic relations order" as defined in Section 414(p) of the
Code.

     1.25 "Qualified Joint and Survivor Annuity":  An immediate,
nontransferable annuity contract providing an annuity payable for
(a) the life of a Participant if he is not married on his benefit
commencement date, or (b) the life of the Participant with a 50%
survivor annuity for the life of his spouse if he is married on
his benefit commencement date.  If the Participant and, if the
Participant is married on his benefit commencement date, his
spouse, die before the Participant's total Vested Interest is
paid, payments continue to the Participant's Beneficiary until
his total Vested Interest is paid.

     1.26 "Related Entity":  Any member of a group of employers,
of which the Company is also a member, which constitutes a
"controlled group of corporations" (within the meaning of Section
414(b) of the Code), or which constitutes trades or businesses
(whether or not incorporated) "under common control" (as defined
in Section 414(c) of the Code) or which constitutes an
"affiliated service group" (as defined in Section 414(m) of the
Code).

     1.27 "Retirement Benefits":  Any payment or distribution
made under the Plan to a Participant or Beneficiary.

     1.28 "Terminated Employee":  A Participant whose employment
with all Employers and Related Entities terminated for any reason
other than death.

     1.29 "Top-Heavy Plan":  This Plan for any Plan Year if, as
of the determination date, the aggregate Account Balances of Key
Employees under the Plan (and all qualified plans of the Employer
and its Related Entities which are required to be aggregated or
which the Company chooses to aggregate with this Plan in
accordance with the Plan Aggregation Rules) exceeds 60% of the
aggregate of the Account Balances of all Participants in the Plan
or plans.  The Account Balances of non-Key Employees who were Key
Employees in any prior Plan Year shall not be considered for the
purposes of determining the ratio described above.  The Account
Balance of any individual who had not performed services for any
Employer during the five year period ending on the determination
date associated with such Plan Year shall be  disregarded for the
purposes of determining the ratio described above.  For the
purposes of determining the ratio described above, the Account
Balance of each included Participant shall be increased by the
sum of the aggregate distributions made with respect to such
Participant under the Plan during the 5-year period ending on the
determination date, and by any contributions that are required to
be allocated to the Partici pant's account as of the
determination date.  "Determination date" means, with respect to
any Plan Year, the last day of the preceding Plan Year.  The
determination of whether the Plan is a Top- Heavy Plan shall, in
all events, be made in accordance with Section 416(g) of the
Code.

     1.30 "Trustee":  The person or persons acting as such from
time to time under this Plan.

     1.31 "Valuation Date":  Each day the New York Stock Exchange
is open for business.

     1.32 "Vested Interest":  The portion of a Participant's
Account Balance which is vested and nonforfeitable.  A
Participant is always 100% vested in his Account Balance.

     1.33 "Year of Service":  Any Plan Year within which the
Employee completed 1000 or more Hours of Service.

                    ARTICLE 2 - PARTICIPATION

     2.1  Initial Participation.  An Employee shall become a
Participant on the first day of the seventh calendar month
immediately following the end of a 180 day period commencing on
his date of hire, if he is still an Employee on that date.

     2.2  Transfers Between Employers.  A transfer of employment
between Employers shall not be considered a termination of
employment, and the account of a Participant shall not be
affected in any manner whatsoever by the fact that he may so
transfer employment.  Any change in employment status which
causes a Participant who remains employed by an Employer to cease
to be an Employee shall not be considered a termination of
employment but shall have the consequences specified in
Article 3.  If a Participant terminates his employment with all
Employers to enter the employ of a Related Entity which is not an
Employer, such change in employment status shall not be
considered a termination of employment for purposes of the Plan
for so long as such Participant remains in the employ of a
Related Entity, but the individual shall no longer be considered
an Employee with the consequences specified in Article 3.

                   ARTICLE 3  - CONTRIBUTIONS

     3.1  Before-Tax Contributions.  Each Participant who is an
Employee may authorize his Employer to contribute to the Trust on
his behalf up to 20% of his Compensation, on a salary reduction
basis, subject to all applicable limits hereunder.  These are the
Participant's Before-Tax Contributions.  The Plan Administrator
shall make available to Participants such options for determining
the method of payroll deduction as alternatives to the flat
percentage election stated above as it shall determine to make
available in a uniform and non-discriminatory manner from time to
time.  Among the methods which may be made available are:
annualized to reach a stated percentage or amount of total
Compensation with less than an entire Plan Year to make Before-
Tax Contributions or to accommodate retroactive pay increases;
flat dollar amount per pay period to a stated level or the
maximum; and all Compensation deferred until the maximum is
reached.  The specified portion of the Participant's Compensa
tion, which shall not be reduced by applicable FICA tax, shall be
paid by the Employer to the Trustee, monthly.  If a Participant
ceases to be an Employee or is placed on a leave of absence, his
Before-Tax Contributions shall cease automatically as of the date
of the change in status.

     Each Participant electing to have his Employer make Before-
Tax Contributions on his behalf shall authorize such
contributions by completing and filing with the Plan
Administrator a written authorization, on a form provided by the
Plan Administrator.  Such authorization will become effective on
the first day of the first full payroll period following his date
of initial participation, and, if the Participant does not elect
to contribute as of that date, such election shall be effective
in the first day of the first full payroll period of the calendar
month commencing after he files such election, provided that the
Plan Administrator may designate and make available additional
dates upon which such elections may become effective, which dates
may be specified in terms of calendar periods or with respect to
external factors such as the regular review of Participant's remu
neration or otherwise.

     A Participant, by written notice to the Plan Administrator
on a form provided by it, may change the rate of Before-Tax
Contributions to any percentage of Compensation, from 0% to 20%.
Each Participant electing to change the rate of contributions
shall do so by filing a written author ization with the Plan
Administrator, on a form provided by it.  Such authorization
shall become effective on the first day of the first payroll
period commencing in the next following calendar month or at such
date or dates as the Plan Administrator shall determine to make
available on a uniform basis.  A Participant may elect to cease
making Before-Tax Contributions effective as of the first day of
any payroll period following the filing of the election, provided
that he has given the requisite amount of notice to the Plan
Administrator.  If a Participant ceases making Before-Tax
Contributions, he may commence making Before-Tax Contributions
effective as of the first day of the first full payroll period
commencing in a subsequent calendar month or at such other date
or dates as the Plan Administrator shall determine to make
available on a uniform basis.

     In no event shall any Participant's Before-Tax Contribution
for any Plan Year exceed the amount allowed by Code Section
402(g)(1) as indexed for inflation.  In the event that any Before-
Tax Contribution in excess of that amount is, in fact, made,
because of the application of that limit on a per-individual
rather than a per-plan basis, such excess shall be returned to
the Participant no later than April 15 in the year following the
Plan Year in which such excess Before-Tax Contribution was made.

     Notwithstanding the foregoing, in no event shall any
Employer make Before-Tax Contributions on behalf of Employees for
any Plan Year unless the actual deferral percentage of the highly
compensated Participants for the Plan Year bears a relationship
to the actual deferral percentage of the group of all other
Participants for the preceding Plan Year of either Section 3.1(a)
or 3.1(b) below, whichever would allow the actual deferral
percentage of the highly compensated Participants to be larger.

          (a)  The actual deferral percentage for the highly
     compensated Participants is not more than the actual
     deferral percentage of all other Participants multiplied by
     1.25.

          (b)  The excess of the actual deferral percentage for
     the highly compensated Participants over the actual deferral
     percentage of all other Participants is not more than two
     percentage points, and the actual deferral percentage for
     the highly compensated Participants is not more than the
     actual deferral percentage of the other Participants
     multiplied by 2.

     The actual deferral percentage of each group of Participants
for the Plan Year shall be the average of the ratios (calculated
separately for each Participant in each group) of (i) the total
of the Before-Tax Contributions made on behalf of each
Participant and the Employer contribution under Section 3.4
allocated to such Participant for such Plan Year, to (ii) such
Participant's Compensation for such Plan Year.  To the extent
necessary to conform to such limitation, the Plan Administrator
shall reduce Before-Tax Contributions made on behalf of the
highly compensated Participants in the following manner:  First,
the dollar amount of excess Before-Tax Contributions during such
Plan Year for each affected highly compensated Participant shall
be calculated and totaled.  Next, the dollar amount of Before-Tax
Contributions of the highly compensated Participants who elected
the greatest dollar amount of Before-Tax Contributions shall be
first lowered to the dollar amount of Before-Tax Contributions of
the highly compensated Participants who elected the next to
greatest dollar amount of Before-Tax Contributions.  If a lesser
reduction would equal the total excess contributions, the lesser
reduction amount is distributed.  If further overall reductions
are required to achieve compliance with the tests contained above
in this section, the dollar amounts of Before- Tax Contributions
of both of the above groups will be lowered to the dollar amount
of Before-Tax Contributions of the highly compensated
Participants who elected the next highest dollar amount of Before-
Tax Contributions, and so on continuing until sufficient total
reductions have occurred which shall equal the total excess
contributions.  Any such reduction in the Before-Tax Contribution
made on behalf of such Participant shall be refunded to him
together with any income allocable to such Before-Tax Contribu
tions as soon as administratively possible but in no event later
than March 15 of the immediately succeeding Plan Year.

     For purposes of determining whether the actual deferral
percentage test of Code Section 401(k) is satisfied, the rules of
Sections 3.1(c) and 3.1(d) will apply:

          (c)  If two or more Employer plans are aggregated in
     accordance with the Plan Aggregation Rules, all Before-Tax
     Contributions and Employer Matching Contributions ("Elective
     Contributions") are to be treated as made under a single
     plan.

          (d)  The actual deferral percentage of a highly
     compensated Participant (as defined in Section 3.3) is
     determined by treating all cash or deferred arrangements for
     which the highly compensated Participant is eligible (other
     than those plans which are Permissive Aggregation Groups as
     defined in Section 1.22(b)) as a single arrangement.

     3.2  Employer Matching Contributions.  Each Employer shall
contribute Employer Matching Contributions in the following
amount:

          (a)  With respect to each Participant who has 12 months
     or less of participation in the Plan, 25% of such
     Participant's Before-Tax Contributions up to 4% of the
     Participant's Compensation, so that the maximum Employer
     Matching Contribution is 1% of such Participant's
     Compensation.  This rule shall be applied so that the
     Employer Matching Contributions will not at any point exceed
     one-quarter of the Participant's Before-Tax Contributions
     which have been made at that point.

          (b)  With respect to each Participant who has more than
     12 months of participation in the Plan, 50% of such
     Participant's Before-Tax Contributions up to 4% of the
     Participant's Compensation, so that the maximum Employer
     Matching Contribution is 2% of such Participant's
     Compensation.  This rule shall be applied so that the
     Employer Matching Contributions will not at any point exceed
     one-half of the Participant's Before-Tax Contributions which
     have been made at that point.

     Employer Matching Contributions may be made in cash or in
Employer Stock valued at the fair market value thereof at the
time such Employer contribution is made.  Notwithstanding the
foregoing, an Employer may determine in advance of any Plan Year
that its Employer Matching Contributions for that Plan Year shall
be calculated and allocated according to any other method or
formula which it chooses, which shall, in any event, be applied
on a uniform and non-discriminatory basis.

     Notwithstanding the foregoing, in no event shall any
Employer make Employer Matching Contributions and Employer
contributions under Section 3.4 for any Plan Year unless the
contribution percentage of the highly compensated Participants
for the Plan Year bears a relationship to the contribution
percentage of the group of all other Participants for the
preceding Plan Year which meets the test of Section 3.2(c) or
3.2(d) below, whichever would allow the contribution percentage
of the highly compensated Participants to be larger.

          (c)  The contribution percentage for the highly compen
     sated Participants is not more than the contribution
     percentage of all other Participants multiplied by 1.25.

          (d)  The excess of the contribution percentage for the
     highly compensated Participants over the contribution
     percentage of all other Participants is not more than two
     percentage points, and the contribution percentage for the
     highly compensated Participants is not more than the
     contribution percentage of the other Participants multiplied
     by two (2).

     The contribution percentage of each group of Participants
for any Plan Year shall be the average of the ratios (calculated
separately for each Participant in each group) of (i) Employer
Matching Contributions, Employer contributions under Section 3.4
and, if the Plan Administrator so elects, the Before-Tax Contribu
tions made on behalf of each Participant for such Plan Year, to
(ii) such Participant's compensation for such Plan Year.  To the
extent necessary to conform to such limitation, the Plan
Administrator shall reduce Employer Matching Contributions made
on behalf of the highly compensated Participants in a manner
similar to the manner specified for the reduction of Before-Tax
Contributions.  Any such reduction in the Employer Matching
Contributions shall be distributed to the Participant as soon as
administratively possible but in no event later than the last day
of the immediately succeeding Plan Year.

     If Employer Matching Contributions are treated as a Before-
Tax Contribution to satisfy the actual deferral percentage test
described in Code section 401(k)(3), those Employer Matching
Contributions shall not be taken into account to satisfy the
requirements of the actual contribution percentage test under
Code section 401(m)(2).

     For purposes of determining whether the Plan satisfies the
actual contribution percentage test of Code Section 401(m), the
rules of Sections 3.2(e) and 3.2(f) shall apply.

          (e)  All Before-Tax Contributions and Employer Matching
     Contributions that are made under two or more plans which
     are aggregated in accordance with the Plan Aggregation Rules
     shall be treated as a single plan.

          (f)  The actual contribution percentage of a highly
     compensated Participant (as defined in Section 3.3) will be
     determined by treating all plans as a single plan provided
     the plans are subject to section 401(a), highly compensated
     Participants are eligible for the plans, and the plans are
     part of a Required Aggregation Group.

     3.3   Non-discrimination Testing Rules.  For purposes of the
actual deferral percentage test in Section 3.1 and the actual
contribution percentage test in Section 3.2 the following rules
and definitions shall apply:

          (a)  A "highly compensated Participant" shall mean any
     Participant who:

               (i)  was a five percent owner (as defined in
          Section 416(i)(1) of the Code) at any time during the
          Plan Year or the preceding Plan Year; or

               (ii) for the preceding Plan Year received
          Compensation in excess of $80,000 (as adjusted under
          Section 414(q) of the Code) and, if the Plan
          Administrator elects the application of this clause for
          such preceding year, was in a group consisting of the
          Top Paid Group for such preceding year.

          (b)  The "Top Paid Group" is the group consisting of
     the top 20% of the Employees when ranked on the basis of
     Compensation paid for services during such Plan Year.  For
     these purposes, Compensation shall be Form W-2, Box 1
     compensation.  For purposes of determining the Top Paid
     Group the following Employees shall be excluded:

               (i)  Employees who have not completed six months
          of service,

               (ii) Employees who normally work less than 17-1/2
          hours per week,
          
               (iii)     Employees who normally work not more
          than six months during the Plan Year,

               (iv) Employees who have not attained age 21,

               (v)  Employees included in a collective bargaining
          unit covered by an agreement with an Employer, and

               (vi) Employees who are nonresident aliens.

          (c)  "Compensation" shall be as defined under Section
     415(c)(3) of the Code, plus any Before-Tax Contributions and
     salary reductions under Code Section 125 made on behalf of
     the Employee.

          (d)  To the extent required by applicable law, in no
     event will the sum of the actual deferral percentage and the
     contribution percentage for highly compensated Participants
     exceed the sum of:
          
               (i)  125% of the greater of

                    (A)  the actual deferral percentage of the
               non-highly compensated Participants, or

                    (B)  the contribution percentage of the non-
               highly compensated Participants; and

               (ii) Two plus the lesser of

                    (A)  the actual deferral percentage of the
               non-highly compensated Participants, or

                    (B)  the contribution percentage of the non-
               highly compensated Participants, but in no event
               shall this amount exceed 200% of the lesser of
               those two amounts.

          (e)  If the Plan Administrator so elects in accordance
     with the prescribed requirements of the Secretary of the
     Treasury, the actual deferral percentage test and the
     contribution percentage test shall be applied by using the
     Plan Year rather than the preceding Plan Year.

     If this aggregate limitation would otherwise be exceeded,
the Plan Administrator shall determine whether to distribute
excess Before-Tax Contributions or excess Employer Matching
Contributions to highly-compensated Participants, and the
generally applicable rules will be followed for the distribution
of the type of contribution chosen.

     3.4  Top-Heavy Employer Contributions.  Each Employer shall,
for each Plan Year, make an additional contribution to the Fund
to the extent that such an additional contribution is required to
maintain compliance with Section 3.6.

     3.5  Limitation for Employer Deduction.  The Employer
Contributions under Sections 3.1, 3.2 and 3.4 for any Plan Year
shall not be in excess of the maximum amount deductible under the
Code and shall be made within the time permitted by the Code.  In
the event that all or any part of the Employer contribution for
any Plan Year is disallowed as a deduction or is attributable to
a mistake of fact, the Employer which made such contribution may
direct the Trustee to return to it the excess of the amount of
the contribution over the amount that would have been contributed
absent the mistake of fact or error in determining the deduction,
provided that no Employer contribution shall be returned later
than one year after:  (i) the date the contribution was made in
the case of a mistaken contribution; or (ii) the date of the
disallowance as a deduction.

     3.6  Minimum Benefit for Top-Heavy Plan.  Notwithstanding
the foregoing, for any Plan Year in which the Plan is a Top-Heavy
Plan, the Employer contribution for each Participant who is not a
Key Employee and who is an Employee on the last day of the Plan
Year shall not be less than an amount so that the total
allocation of Employer contributions (other than Before-Tax
Contributions) to such Participant's account under this Plan and
all other qualified defined contri bution plans maintained by an
Employer or Related Entity will not be less than the lesser of:
(i) 3% of such Participant's compensation as described in
defining the percentage limitation on the Maximum Annual Addition
to Participants' Accounts; or (ii) the percentage of such
compensation (not in excess of $150,000 as adjusted in accordance
with Section 401(a)(17) of the Code) allocated to the account of
the Key Employee for whom the percentage is largest. For purposes
of the rule in (ii) above, Before-Tax Contributions for Key
Employees are counted, but Before-Tax Contributions for other
Employees are not.  In the event that a Participant also
participates in a defined benefit plan that is aggregated with
this Plan, and this Plan is a Top-Heavy Plan, no minimum contribu
tion will be required with respect to such Participant under this
Plan who accrues the top-heavy minimum benefit under the defined
benefit plan.  For the purposes of this paragraph, contributions
used to restore forfeitures, if any, will not be considered
Employer contributions.

     3.7  Qualified Military Service.  Effective December 12,
1994, notwithstanding any provision of this Plan to the contrary,
contributions, benefits, and service credit with respect to
qualified military service will be provided in accordance with
Section 414(u) of the Code.

                ARTICLE 4 - ALLOCATION OF CONTRIBUTIONS

     4.1  Before-Tax and Matching Contributions.  The total of
each Participant's Before-Tax Contributions and the Employer's
Matching Contributions which relate thereto shall be allocated to
his account as soon as administratively feasible following the
payroll period to which they relate.

     4.2  Top-Heavy Allocations.  The total of each Employer
contribution, other than Matching Contributions, shall be
allocated among the accounts of Participants in such uniform and
non-discriminatory manner as the Plan Administrator shall
determine in order to maintain compliance with Section 3.6;
provided, that, at the direction of the Employer and in order to
maintain compliance with Section 3.6, all or a portion of such
contribution may be allocated to the accounts of a population of
Employees who are not highly compensated Participants as defined
in Section 3.3 in such manner as the Company shall direct.

     4.3  Maximum Annual Addition Limitation.  To the extent that
any allocation required by the preceding sections of this
Article 4 would cause, after the application of the remainder of
this section, the Annual Addition to a Participant's account to
exceed his Maximum Annual Addition, such allocation will not be
made and such excess will be returned to the Employer.  To the
extent that the allocation of Employer contributions would cause
the Annual Additions to this Plan and all other qualified defined
contribution plans of an Employer or Related Entity for a Plan
Year to exceed a Participant's Maximum Annual Addition for such
Plan Year, such excess shall be attributed to this Plan if the
allocation under this Plan was the most recent allocation, and,
if there were allocations to two or more such plans (including
this Plan) on the same date, the excess attributable to this Plan
shall be deemed to consist of the total excess under all such
plans multiplied by a fraction the numerator of which is the
Annual Addition on behalf of such Participant under this Plan
(without regard to this Section) and the denominator of which is
the Annual Addition on behalf of such Participant allocated under
this Plan and all other qualified defined contribution plans of
his Employer or a Related Entity (without regard to this
Section).  The excess attributable to this Plan shall be
eliminated as described below.

          (a)  First, the Participant's Before-Tax Contributions,
     together with any income allocable thereto, shall be
     refunded to the Participant.

          (b)  If the Participant's Annual Addition still exceeds
     his Maximum Annual Addition after the refund of Before-Tax
     Contributions, the excess Employer contributions and any
     similar excess amounts determined with respect to other
     Participants for such Plan Year shall be aggregated and held
     in a suspense account, to which income will not be
     allocated, and shall be applied against Employer
     contributions in the next succeeding Plan Year.

     4.4  Annual Addition Defined.  For the purposes of
administering the preceding Section, the term "Annual Addition"
shall refer, as to any qualified defined contribution plan of an
Employer or a Related Entity covering a Participant in the Plan,
to the sum of all Employer contributions, Employee contributions
and forfeitures allocated to the Participant's account for the
Plan Year under such plan.

     4.5  Applicable Compensation.  If Compensation for any prior
Plan Year is taken into account in determining a Participant's
allocations or benefits for the current Plan Year, the
Compensation for such prior Plan Year is subject to the
applicable Annual Compensation Limitation in effect for that
prior Plan Year.  For this purpose, for years before January 1,
1994, the applicable Annual Compensation Limitation is $150,000.

       ARTICLE 5 - INDIVIDUAL ACCOUNTS AND PLAN ACCOUNTING

     5.1  Individual Accounts for Participants.  An individual
account shall be maintained for each Participant.  The Plan
Administrator shall maintain separate accounting of the portions
of the Participant's account attributable to (i) Before-Tax
Contributions, (ii) Employer Matching Contributions and (iii)
Employer contributions under Section 3.4.  As of each Valuation
Date, the Trustee shall determine the fair market value of each
investment fund created pursuant to Section 5.3.  The increase or
decrease in the net worth of each investment fund shall be
allocated among the accounts of Participants who have a portion
of their Account Balances invested in that investment fund on the
Valuation Date in accordance with such uniform, nondiscriminatory
and consistently applied rules as the Trustee shall determine.

     5.2  Correction of Errors.  In the event of an error in the
adjustment of a Participant's account, such error shall be
corrected by the Plan Administrator and any gain or loss
resulting from such correction shall be credited to the income or
be charged as an expense of the Fund for the Plan Year in which
the correction is made or shall be treated in such other manner
as the Plan Administrator deems equitable.

     5.3  Participant Direction of Investments.  At such time and
in such manner as the Plan Administrator shall prescribe, and
subject to the restrictions contained in the Plan, each Partici
pant may file with the Plan Administrator a direction with
respect to what percentage of amounts already credited to his
account is to be invested in each investment fund.  At such time
and in such manner as the Plan Administrator shall prescribe,
each Participant may file with the Plan Administrator a direction
with respect to what percentage of future contributions to be
allocated to his account is to be invested in each investment
fund available under the Plan.  Any such election shall remain in
effect until changed in accordance with rules established by the
Plan Administrator.

                 ARTICLE 6 - RETIREMENT BENEFITS

     The Retirement Benefits of a Participant who terminates his
employment with all Employers and Related Entities on or after
his Normal Retirement Date shall consist of the entire value of
his Account Balance determined as of the Valuation Date
immediately prior to the date payment of Retirement Benefits is
made.

                ARTICLE 7 - TERMINATION OF EMPLOYMENT

     A Terminated Employee shall receive Retirement Benefits in
an amount equal to his Account Balance determined as of the
Valuation Date immediately preceding the date of distribution.
An Employee who terminates service on account of a Permanent
Disability shall be deemed to be eligible for Retirement Benefits
because of such Permanent Disability.

                                
                                
                                
               ARTICLE 8 - DEATH OF A PARTICIPANT

     In the event of the death of a Participant with respect to
whom there is an Account Balance then remaining, his Beneficiary
shall become entitled to the entire amount of his Account Balance
determined as of the Valuation Date immediately prior to the date
payment of Retirement Benefits to the Beneficiary is made.

              ARTICLE 9 - PAYMENT OF RETIREMENT BENEFITS

     9.1  Method of Payment.  When an individual becomes entitled
to Retirement Benefits hereunder, the Plan Administrator shall
distribute such benefits in the form of a lump sum distribution
as soon as administratively practicable, provided that such a
distribution may be made to a Participant whose Vested Interest
in his Account Balance exceeds $3,500 prior to his Normal
Retirement Date only with his consent.

     Notwithstanding the foregoing, a Participant who became a
Participant prior to January 1, 1995 shall receive his Retirement
Benefits in the form of a Qualified Joint and Survivor Annuity
unless he elects, with consent of spouse which meets the
requirements of Section 1.4, a lump sum distribution or any other
optional form of benefit available under the Plan prior to
January 1, 1995.

     Distribution to a Participant whose Vested Interest in his
Account Balance is more than $3,500 shall be made, or commence,
as soon as administratively feasible after the filing of the
Participant's election at least 30 days in advance in accordance
with the rules of the Plan Administrator.  However, payment of
such a Participant's Retirement Benefits may commence less than
30 days after the notice required under Section 1.411(a)-11(c) of
the Income Tax Regulations is given, provided that:

          (a)  the Plan Administrator informs the Participant or
     Beneficiary that he has a right to a period of at least 30
     days after receiving the notice to consider the decision of
     whether or not to elect a distribution (and, if applicable,
     a particular distribution option), and
          (b)  the Participant or Beneficiary, after receiving
     the notice, affirmatively elects a distribution.

     All distributions made under this Plan shall be made in
cash; provided, however, that effective September 1, 1997, the
Participant (or if the Participant has died, his Beneficiary) may
elect that the portion, if any, of his account invested in the
Stock Contribution Fund be distributed in cash or Employer Stock,
but not both.

     9.2  Delayed Payment Commencement Date.  Payment of
Retirement Benefits must be made unless the Participant or
Beneficiary consents to a later date by submitting to the Plan
Administrator a signed statement describing the benefit and the
date on which it shall be paid not later than 60 days after the
close of the Plan Year in which the latest of the following
occurs:

          (a)  The Participant's Normal Retirement Date;

          (b)  The date which is ten  years from the date the
     Participant initially became a Participant.

          (c)  The date the Participant terminates his employment
     with the Company and all Related Entities.

     9.3  Latest Payment Commencement Date.  In no event may the
payment of Retirement Benefits payable under any provision of
this Plan other than on account of death be made later than the
April 1st of the calendar year following the calendar year during
which the Participant (a) who is a 5-percent owner reaches age 70
1/2; or (b) who is not a 5-percent owner reaches age 70 1/2 or
terminates service, if later.

     9.4  Distribution of Death Benefit.  In the event that
Retirement Benefits are payable on account of a Participant's
death, his entire interest will be distributed in a lump sum
distribution within five years of his death.

     Notwithstanding the foregoing, a Participant who became a
Participant prior to January 1, 1995 may designate the form of
benefits to be paid to his Beneficiary in accordance with the
terms of the Plan prior to January 1, 1995.  If no such
designation is in effect at the Participant's death prior to his
benefit commencement date, the Participant's Account Balance
shall be paid (a) to the Participant's spouse in monthly payments
for life, unless the spouse chooses another form of payment
permitted under the Plan prior to January 1, 1995, or (b) if the
Participant was not married, to his Beneficiary in a single sum.

     9.5  Special Distributions.  Distributions under this
Article shall generally be made only to the person who is
entitled to the same.  However, distributions made in the
circumstances described below shall constitute the discharge of
the Trustee's and Plan Administrator's obligations hereunder.

          (a)  The Plan Administrator may, at the request of a
     Distributee, direct the Trustee to transfer all or part of
     such distribution to the trustee or custodian of any tax
     qualified plan or individual retirement arrangement, pro
     vided, however, that the Distributee must satisfy the Plan
     Administrator that such transfer can be made tax-free.

          (b)  Distributions to minors or persons under legal
     disability may be made in the discretion of the Trustee:
     (i) directly to such persons; (ii) to the guardian of such
     persons; or (iii) by expending such amounts for the
     education and/or maintenance of said persons.

     9.6  Rollover Distribution.  Notwithstanding any provision
of the Plan to the contrary that would otherwise limit a
Distributee's election under this part, a Distributee may elect,
at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the Distributee in a direct rollover.

     9.7  Rollover Distribution Definitions.  For the purposes of
Sections 9.5 and 9.6, the following definitions apply:

          (a)  An "eligible rollover distribution" is any
     distribution of all or any part of the balance to the credit
     of the Distributee, except that an eligible rollover
     distribution does not include: any distribution that is one
     of a series of substantially equal periodic payments (not
     less frequently than annually) made for the life (or life
     expectancy) of the Distributee or the joint lives (or joint
     life expectancies) of the Distributee and the Distributee's
     designated beneficiary, or for a specified period of ten
     years or more; any distribution to the extent such
     distribution is required under section 401(a)(9) of the
     Internal Revenue Code; and the portion of any distribution
     that is not includible in gross income (determined without
     regard to the exclusion for net unrealized appreciation with
     respect to employer securities).

          (b)  An "eligible retirement plan" is an individual
     retirement account described in section 408(a) of the Code,
     an individual retirement annuity described in section 408(b)
     of the Code, an annuity plan described in section 403(a) of
     the Code, or a qualified trust described in section 401(a)
     of the Code, that accepts the Distributee's eligible
     rollover distribution.  However, in the case of an eligible
     rollover distribution to the surviving spouse, an eligible
     retirement plan is an individual retirement account or
     individual retirement annuity.

          (c)  A "Distributee" includes an employee or former
     employee.  In addition, the employee's spouse or former
     spouse who is the alternative payee under a qualified
     domestic relations order, as defined in section 414(p) of
     the Code, is a Distributee with regard to the interest of
     the spouse or former spouse.

          (d)  A "direct rollover" is a payment by the Plan to
     the eligible retirement plan specified by the Distributee.

     9.8  QDRO Distributions.  Notwithstanding any other
restriction upon the time when benefits are to be paid herein, to
the extent required by a Qualified Domestic Relations Order, the
Plan Administrator shall make a lump sum payment to the Alternate
Payee under such Qualified Domestic Relations Order as soon as
administratively possible after such Order is determined to be
qualified.

                     ARTICLE 10 - WITHDRAWAL

     10.1 Age 59 and a half In-Service Withdrawal.  Each Participant who
has attained age 59 and a half may, by filing a written request with the
Plan Administrator, make a withdrawal of any amount up to the
total amount of his Account Balance as of the Valuation Date
immediately preceding said withdrawal.  Withdrawn amounts shall
not be considered part of the Participant's Account Balance for
the purposes of any subsequent allocation of changes in the fair
market value of the Fund. Withdrawals shall be without prejudice
to the Participant's continued participation in the Plan.

     10.2 Hardship Withdrawal.  Each Participant, by filing a
written application with the Plan Administrator, may withdraw any
part of his Account Balance that is equal to his Before-Tax
Contributions (but not income attributable thereto), in the event
of financial hardship due to an immediate and heavy financial
need.  The Plan Administrator will apply the rules of Treas. Reg.
Section 1.401(k)-1(d)(2) in determining whether a Participant may
receive a distribution under this Section 10.2 (a "Hardship
Distribution").  Upon receipt of a Hardship Distribution, the
Participant is prohibited from making Before-Tax Contributions
for 12 months.  Further, in the Plan Year following the year of
the Hardship Distribution, the Participant is limited to Before-
Tax Contributions of the applicable limit under Code Section
402(g) minus his Before-Tax Contributions made during the year of
the Hardship Distribution.

     10.3 Insider Withdrawals.  To the extent necessary to comply
with SEC Rule 16b-3(f), a Participant who is subject to Section
16 of the Securities Exchange Act of 1934 may elect a withdrawal
under this article which would effect a "discretionary
transaction" under SEC Rule 16b- 3(f) only if such election is
made at least six months following the date of the most recent
election, with respect to any plan of the Company, that effected
a "discretionary transaction" that was an acquisition.

     10.4 Spousal Consent.  A Participant who became a
Participant prior to January 1, 1995 must obtain the consent of
his spouse, if any, to any withdrawal under this article, in
accordance with the consent rules of Section 17.4.

                   ARTICLE 11 - PLAN ADMINISTRATION

     11.1 Administration of the Plan.  The Plan shall be
administered by a Plan Administrator consisting of such person or
persons as may be appointed by the Company.  The Plan
Administrator may or may not be the Company, or an Employer, or a
Participant or Employee of the Company or an Employer and may or
may not be the Trustee or a member thereof.  The Company may at
any time remove or replace the Plan Administrator.  The Plan
Administrator shall serve without compensation if it is the
Company, an Employer, or a full-time employee of either.  The
expenses of the Plan Administrator, shall, unless paid by the
Company, be paid from the Fund unless attributable to an action
or proceeding involving the responsibility or liability of the
Plan Administrator for breach of its duties hereunder.

     11.2 Allocation of Responsibilities.  If more than one
person is appointed Plan Administrator, the Board of Directors of
the Company may allocate some or all of the responsibilities of
the Plan Administrator to each person so appointed and each
person shall be responsible only for the duties allocated to it
and any duties of the Plan Administrator which are not allocated.
If more than one person is appointed Plan Administrator and the
Company does not allocate Plan Administrator responsibilities to
the persons so appointed, the persons appointed Plan
Administrator may, by filing a written instrument with the
Company, allocate some or all of the responsibilities of the Plan
Administrator among themselves and each person shall be
responsible only for the duties allocated to it and any duties
which are not allocated.  To the extent any responsibilities of
the Plan Administrator are not allocated pursuant to this
Section, the action of the Plan Administrator shall be taken by
majority vote, or if less than three persons are appointed Plan
Administrator, by unanimous consent.  The Plan Administrator may,
by filing a written instrument with the Company, designate
persons other than the Plan Administrator to perform some or all
of the responsibilities of the Plan Administrator.

     11.3 Powers and Duties of the Plan Administrator.  The Plan
Administrator shall have the following powers, duties and
discretion in addition to those stated elsewhere in the Plan:

          (a)  To prescribe such rules as it shall deem necessary
     or proper for the administration of the Plan;

          (b)  To determine, in its discretion, all questions
     arising in the administration of the Plan;

          (c)  To enforce the Plan and to interpret the Plan, in
     its discretion, and settle disputes arising thereunder;

          (d)  To direct the Trustee with respect to all matters
     involving distributions from the Fund.

          (e)  To keep the records of the Plan and to do all the
     clerical and accounting work in connection with the
     administration of the Plan;

          (f)  To prepare and distribute all reports and
     statements required by law or the Plan;

          (g)  To employ such agents and experts as deemed
     necessary or advisable for the administration of the Plan.

     11.4 Reliance on Records of the Employer.  The Plan
Administrator may, but is not required to, consider the records
of the Employers as conclusive evidence in making determinations
under the Plan.

     11.5 Decisions Binding.  The decisions of the Plan
Administrator shall, subject to the claims procedure described
below, be final and binding on all affected parties.

     11.6 Investment Committee.  The "Investment Committee" shall
consist of the Chief Financial Officer, the Chief Legal Officer
and the Senior Vice President, Human Resources, of the Company.
The Investment Committee shall have the following powers, duties
and discretion in addition to those stated elsewhere in the Plan:

          (a)  To establish such investment funds as it shall,
     from time to time, determine to make available, including
     separate funds identified to individual Participants, and to
     suspend or terminate any such funds;

          (b)  To review all reports provided to the Company by
     the Trustee of the investment performance of the Fund; and

          (c)  To review all reports on discrimination testing
     performed with respect to the Plan.

     11.7 No Bond Required.  No bond or other security shall be
required of the Plan Administrator for the performance of its
duties hereunder, except as may be required by any non- waivable
provision of law.

     11.8 Claim Procedure.  A claimant may make a claim for a
Plan benefit by filing a signed request specifically identifying
the benefit with the Plan Administrator.  Within 90 days from the
receipt of such claim (unless special circumstances require an
extension of time up to 90 days), the Plan Administrator shall
notify the claimant in writing of its decision.  If the claim, is
denied, such notice shall state the following:  (i) the specific
reasons for denial; (ii) specific references to pertinent Plan
provisions; (iii) a description of any additional material or
information necessary for the claimant to perfect the claim and
an explanation of why such material or information is needed; and
(iv) an explanation of the Plan's review procedure.  For a period
of 60 days after the receipt of such notice, the claimant or his
duly authorized representative may review pertinent documents and
submit a written request to the Plan Administrator for review of
the denial.  A claimant submitting such a request for review
shall be allowed to submit issues and comments in writing to the
Plan Administrator.  The Plan Administrator shall afford any
claimant so requesting review a full and fair review of the
decision denying the claim, and may, in its sole discretion, hold
a hearing to review the issues raised by the claimant.  Within 60
days after receipt of the request for review, unless special
circumstances such as the need to hold a hearing require an
extension of time up to 60 days, the Plan Administrator shall
render a decision on review in writing to the claimant.  The
notice of decision on review shall describe the specific reasons
for the decision, written in a manner calculated to be understood
by the claimant, and specific Plan provisions on which the
decision is based.  The Plan Administrator shall render its
decision on review in its discretion, and its decision shall be
final and binding.  The exclusive forum for review of the Plan
Administrator's decision shall be arbitration in Chicago,
Illinois under the rules of the American Arbitration Association.
The standard of review in such arbitration shall be the
"arbitrary and capricious" standard.  The arbitrator may not
change the terms of the Plan.  Each of the parties shall bear one-
half (1/2) of the cost of such arbitration.

                       ARTICLE 12 - MISCELLANY

     12.1 No Reversion of Assets.  Except as otherwise expressly
provided in the Plan, no part of the assets held by the Trustee
shall ever revert to any Employer or be used for or diverted to
purposes other than for the exclusive benefit of the Participants
or their Beneficiaries, and the expenses of the Plan.  No person
shall have any interest in or any claim upon the assets held by
the Trustee or any part thereof except as expressly provided in
the Plan.

     12.2 No Alienation of Benefits.  The benefits provided
hereunder are intended for the personal security of persons
entitled to benefit payments under the Plan.  Except for payments
made pursuant to any Qualified Domestic Relations Order, such
benefits shall not be subject in any manner to anticipation,
transfer, encumbrance, execution, or levy of any kind, either
voluntary or involuntary prior to actually being received by the
person entitled to the benefit under the terms of the Plan; and
any attempt to dispose of any right to benefits payable hereunder
shall be void.  The Fund shall not in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements or
torts of any person entitled to benefits hereunder.

     12.3 Termination of Employment.  Neither the establishment
of the Plan, nor the Fund, nor the payments of benefits
thereunder, shall be construed as establishing, guaranteeing or
affecting any employment relationship between any person and any
Employer or Related Entity or as giving to any person any legal
or equitable right against any Employer, Related Entity or the
Trustee other than such, if any, as may be expressly provided
herein.

     12.4 Information to Plan Administrator and Trustee.  The
Employers and Related Entities will notify the Plan Administrator
and the Trustee in writing of all information or data with
respect to any Employee or Participant which may be necessary for
the proper administration of the Plan and the Fund.  The Plan
Administrator is authorized to act upon such information, and the
Trustee is authorized to act upon information received from the
Plan Administrator, without further investigation, and each is
authorized to rely upon any document or signature believed by it
to be genuine.

     12.5 Addresses.  It is the responsibility of each
Participant and Beneficiary to keep the Trustee informed in
writing of his current post office address.  Any communication,
statement, payment or notice addressed to any such person at his
last post office address filed with the Trustee, or if no such
address was filed with the Trustee, then at his last post office
address as shown on the records of the Employer, shall be binding
on him for all purposes of the Plan.  Neither the Trustee nor the
Plan Administrator nor any Employer shall be obligated to search
for or ascertain the whereabouts of any such person.

     12.6 Mailing of Notices.  Unless otherwise specifically
provided herein, any notice required or permitted to be sent by
the Plan Administrator, Trustee, Company or any Employer unless
personally delivered into the hands of the person to be notified
or his proper agent, become effective two days after the mailing
thereof by registered or certified mail, postage and registration
or certification fees prepaid, to the address of the party to
whom such notice is directed as last known to the party giving
such notice.

     12.7 Action By Employer.  Unless otherwise specified in the
Plan, any action of an Employer pursuant to any of the provisions
of the Plan shall be evidenced by a resolution of its board of
directors, or by written instrument executed by any person
authorized by its board of directors to take such action.

         ARTICLE 13 - AMENDMENT, TERMINATION, AND PLAN MERGER

     13.1 Amendment of the Plan.  The Company reserves the right
to amend this Plan at any time, effective retroactively or
otherwise, provided that no amendment shall:

          (a)  Operate to give any Employer, either directly or
     indirectly, any interest whatsoever in the Fund; or

          (b)  Enlarge the duties or responsibilities of the
     Trustee without its express consent;

and provided further, that notwithstanding anything herein
contained to the contrary, the Company reserves the right,
without the consent of anyone, to amend this Plan in such manner
as it may deem necessary or advisable in order to qualify the
Plan under the provisions of the Code.  The Plan may be amended
by action of the Company's Board of Directors, Chief Executive
Officer or Senior Vice President of Human Resources.

     13.2 Termination of the Plan.  The Company, by action of its
Board of Directors, may terminate the Plan at any time.  Any
Employer, by action of its board of directors, may terminate the
Plan with respect to it at any time, by notice to the Company.
In the event that an Employer shall be judicially declared
bankrupt or insolvent or in the event of the dissolution, merger,
consolidation or substantive reorganization of an Employer, the
Plan shall be regarded as being terminated as to such Employer on
the effective date of such event, unless, with the consent of the
Company, provision shall be made by the successor of the Employer
for continuing the Plan, in which event such successor shall be
substituted for such Employer hereunder.

     13.3 100% Vesting Upon Termination.  In the event of a
termination or partial termination of the Plan, all affected
Participants shall become 100% vested in their Account Balances.

     13.4 Distribution Upon Termination.  In the event of the
termination of the Plan, the Fund shall be distributed as
follows:

          (a)  If, at the date of such termination, there shall
     be unallocated any net income from or any net appreciation
     or depreciation in the fair market value of the investments
     of the Fund, the appropriate portion of such unallocated
     items shall be allocated among the individual accounts of
     the then Participants pursuant to the provisions of the Plan
     as though the date of such termination were a Valuation
     Date;

          (b)  The Fund may be liquidated or may be frozen for
the purpose of the  investment and subsequent distribution of the
assets thereof, as the Company may decide.   If the Fund is not
frozen, the Trustee may dispose of such item or items of the Fund
as may be necessary to make disbursements from the Fund.  Such
disbursements shall be made by the Trustee by a lump sum distri
bution, in cash or in property valued at its then fair market
value.

     13.5 Merger or Consolidation.  In the event of any merger or
consolidation of the Plan with, or transfer in whole or in part
of the assets and liabilities of the Fund to another trust fund
held under any other qualified plan maintained or to be
established for the benefit of all or some of the Participants of
this Plan, the assets of the Fund applicable to such Participants
shall be transferred to the other trust fund only if each such
Participant would receive a benefit immediately after the merger,
consolidation or transfer (if the other plan had then terminated)
which is equal to or greater than the benefit such Participant
would have been entitled to receive immediately before the
merger, consolidation or transfer (if this Plan had then
terminated).

                                
          ARTICLE 14 - CONSTRUCTION AND INTERPRETATION

     14.1 Governing Law.  The validity and effect of this Plan
and the rights and obligations of all parties hereto and all
other persons affected hereby shall be construed and determined
in accor dance with the Code and ERISA and, to the extent not
inconsistent therewith, the substantive laws (and not the
conflict of law or jurisdictional rules) of the state of South
Dakota.  In case any provision of the Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall
not affect the remaining parts of this Plan, but this Plan shall
be construed and enforced as if said illegal and invalid
provisions had never been inserted herein.  In the event of any
ambiguity in this Plan, the construction adopted by the Plan
Administrator shall be binding for all purposes, provided,
however, that in all respects the Plan shall be construed so that
it is in compliance with ERISA and the Code.

     14.2 Gender and Number.  All pronouns used in this Plan
shall be deemed sexually neutral, and singular usage shall
include plural usage and vice versa, all as the context shall
require.

     14.3 Headings and References.  The table of contents hereto
and Article headings and Section numbers herein are included for
convenience of reference only; and if there shall be any conflict
between any such table of contents, headings or numbers and the
text of this Plan, the text shall control.

     14.4 Successors and Assigns.  This Plan shall be binding
upon all persons claiming benefits hereunder, upon their personal
representatives, conservators, heirs and legatees, and upon the
Plan Administrator and the Employers and the Trustee and their
respective successors, transferees and assigns.

     14.5 Necessary Party to a Proceeding.  In any application to
or proceeding or action before any board or tribunal, only the
Company, the Trustee and any affected Employer shall be necessary
parties, and no Participant or other person having any interest
in the Fund shall be entitled to any notice or service of process
respecting any such action or proceeding.  Any judgment, decree
or ruling entered in such a proceeding or action shall be binding
and conclusive upon all persons claiming under the Plan.

     14.6 Return of Contributions.  The Employer shall have no
right or title to, nor interest in, the contributions made to the
Fund, and no part of the Fund shall revert to the Employer,
except as follows:

          (a)  If an Employer's contribution is made by mistake
     of fact, such contribution shall, at the Employer's written
     request, be returned to the Employer within one year after
     it is made; and

          (b)  All Employer contributions are conditioned on
     deductibility under Code Section 404.  To the extent the
     deduction of an Employer's contribution is disallowed, such
     contribution shall, at the Employer's request, be returned
     to the Employer within one year of the disallowance.

                         ARTICLE 15 - TRUSTEE

     15.1 Trustee.  The Fund shall be administered by the Trust
ee, which shall be the entity, individual or group of individuals
appointed by the Company as Trustee.

     15.2 Title in the Trustee.  All right, title and interest in
and to the Fund shall be vested in and reside exclusively in the
Trustee, subject to the right of the Trustee to register title to
any assets of the Fund in the name of a nominee or nominees.

     15.3 Power to Invest.  The Fund may be invested and
reinvested without distinction between principal and income.  The
Trustee is authorized to invest and maintain investments of part
or all of the Fund in any property, whether real or personal or
mixed (including without limitation any collective or part
interest or participating interest in any such property) and
regardless of where located, as shall be determined by the
Trustee.  The Fund may be invested, maintained and reinvested in
any such property even though the Trustee, in its individual or
any other capacity, shall have invested, or may thereafter
invest, its own or other funds in the same or similar property,
the proceeds or principal of which may be payable at different
rates or times or may have different ranks or priorities.  The
Trustee may hold any portion of the Fund in cash pending
investment or payment of expenses or benefits, without incurring
liability for interest.

     15.4 Commingling of Assets.  Unless otherwise directed by
the Company, the Trustee shall have the power in its sole
discretion to cause all or any part of the assets of the Fund to
be invested and reinvested with the assets of the funds of any
other qualified retirement trusts established by the Company or
Related Entities.  In the event of such commingling and joint
investments, the Trustee shall allocate or cause to be allocated
individual interests in such commingled assets to this Fund and
to the various other participating trusts' funds in accordance
with their respective percentage interests therein.  No part of
any participating trust's interest in such commingled assets may
be used for or diverted to purposes other than for the exclusive
benefit of the participants or their beneficiaries who are
entitled to benefits under such participating trust, and no
participating trust may assign any part of its interest in such
commingled assets.

     15.5 Trustee's Participation in Investments.  No investment
shall be deemed an improper or imprudent investment merely
because the Trustee has individually participated in the
issuance, underwriting or original sale (whether as a member of a
syndicate, partnership or in any other capacity) of any such
securities or property, or merely because a part or all of the
proceeds received by the issuer or seller will be used to satisfy
any obligation of the issuer or seller to the Trustee.

     15.6 Additional Trustee Powers.  In addition to the powers
generally conferred upon trustees by applicable law, the Trustee
shall have the power:  (a) to hold, manage, improve, repair and
control all property, whether real or personal, at any time
forming a part of the Fund; (b) to collect the proceeds
therefrom; (c) to sell, convey, transfer, grant options to
purchase, exchange, partition, subdivide, lease, for any term and
otherwise dispose of for cash or on credit, publicly or
privately, or dedicate or vacate any property of the Fund;
(d) subject to the rules stated herein regarding the voting of
Employer Stock, to vote any corporate stock or other voting
securities of the Fund and to give proxies for the purpose of
voting the same to any other persons, with or without power of
substitution; (e) to prosecute or defend, compromise, submit to
arbitration or abandon all claims and demands in favor of or
against the Fund, and to represent the trust in all legal actions
or proceedings before any body or tribunal with respect to
property held in the Fund; and (f) to extend the time of payment
of any obligation held by the Fund with or without consideration
for the extension.

     15.7 Options, Rights and Privileges.  In case any securities
held by the Trustee shall entitle the holder to an option or
privilege to convert the same into other securities, or in case
the right or privilege shall be given to the holder to subscribe
for additional or other securities, the Trustee is authorized in
its sole discretion to dispose of or exercise such options,
rights and privileges from time to time and to make or refrain
from making such conversions and subscriptions and to make
payments therefor and to hold such securities so acquired as
investments of the Fund, and to advance or borrow money for the
purpose of exercising any of such rights.

     15.8 Reorganization, Merger and Sale.  The Trustee is
authorized in its discretion to unite with other owners of
property similar to that which may be held at any time in the
Fund in carrying out any plan for the liquidation, reorganization
or recapitalization of the financial structure of any entity
whose securities or other property may form a portion of the
Fund; to deposit any property held in the Fund with any
protective, reorganization or similar committee, and to delegate
discretionary power to any such committee; to exchange securities
of any entity for others issued by the same or any other entity
upon such terms as the Trustee shall deem proper; to consent to
the consolidation or merger of any entity with any other entity,
and to the lease or sale by any entity of its property or any
portion thereof to any other entity; and upon any consolidation,
merger, sale or lease or similar arrangement, to exchange the
securities or other property held for other securities or
property issued in connection with such arrangement, and in such
matters to pay all assessments, expenses and sums of money which
it may deem expedient or which may be required for the protection
or furtherance of the interests of the Fund.

     15.9 Power to Borrow Money.  The Trustee shall have the
power and authority to borrow money, whenever in its judgment the
purposes of the Fund may require, for such periods of time and
upon such terms as it may see fit, and to encumber any part or
all of the Fund, and to renew or extend any encumbrance existing
upon the Fund, whenever in the judgment of the Trustee it may be
advisable to do so.

     15.10     Common Trust Funds.  The Trustee shall have the
power in its sole discretion and judgment to cause all or any
part of the assets of the Fund to be deposited with a banking
institution (which may or may not be the Trustee), trust company,
or other organization to be held in a common trust fund meeting
the requirements set forth below.  Any common trust fund to which
all or a part of the assets of the Fund are transferred shall be
a trust organized in the United States and maintained at all
times as a domestic trust pursuant to a trust instrument which:

          (a)  expressly limits participation therein to
     qualified retirement trusts;

          (b)  prohibits that part of its corpus or income which
     equitably belongs to any participating trust from being used
     for or diverted to purposes other than for the exclusive
     benefit of the participants or their beneficiaries who are
     entitled to benefits under such participating trust; and

          (c)  prohibits assignment by a participating trust of
     any part of its interest in the common trust.

     To the extent that any part or all of the Fund is deposited
in a common trust fund meeting the requirements hereof, the
instrument pursuant to which such common trust fund is maintained
shall be deemed to be incorporated in the Plan by this reference,
and, if there shall be any conflict between any provision of the
Plan and any provisions of such common trust instrument, the
provi sions of such instrument shall control.

     15.11     Investment Managers.  The Trustee may employ such
agents and experts (any of whom may also be employed by or repre
sent the Company or any other Employer) as in the opinion of the
Trustee may be necessary for the proper management of the Fund.
The Trustee may designate in writing as an investment manager or
managers to manage all or any part of the fund any invest ment
adviser registered under the Investment Advisers Act of 1940; any
bank as defined in said Act; or any insurance company qualified
to perform investment management services in more than one state,
which investment manager shall have all powers of the Trustee in
the management of such part of the Fund.  The Trustee shall not
be liable for the acts or omissions of such investment manager or
be under any obligation to invest or otherwise manage that part
of the Fund which is subject to the management of the investment
manager.  The Trustee shall notify the Company in writing of any
appointment of an investment manager, and shall provide the
Company with the investment manager's written acknowledgment that
it is a fiduciary with respect to the Plan.

     15.12     General Powers.  Subject to the provisions and
limitations herein expressly set forth, the Trustee shall have in
general the power to do and perform any and all acts and things
in relation to the Fund in the same manner and to the same extent
as an individual might or could do with respect to his own
property.  No enumeration of specific powers herein shall be
construed as a limitation upon the foregoing general power, nor
shall any of the powers herein conferred upon the Trustee be ex
hausted by the use thereof, but each shall be continuing.

     15.13     Payments of Taxes.  If any benefits payable by the
Trustee hereunder shall become liable for the payment of any tax,
charge or assessment which in the opinion of the Trustee is
required to be paid by the Trustee, the Trustee shall have full
power and authority to pay such tax, charge or assessment out of
any monies or other property held in its hands.  The Trustee may,
prior to making any payment to any person hereunder, require such
releases or other documents from any lawful taxing or other
authority and such indemnity from the contemplated Distributee as
the Trustee shall deem necessary for its protection; and the
Trustee shall have no liability for payment of interest on monies
retained by it pending receipt of such releases, indemnities or
other documents.

     15.14     Annual Statements.  Within a reasonable time after
the close of each Plan Year, the Trustee shall cause to be
prepared and submit to the Plan Administrator a statement of the
condition of the Fund, setting forth all investments, receipts
and disbursements, and other transactions effected during the
Plan Year and showing the Fund and the value thereof at the end
of the Plan Year.

     15.15     Trustee's Decisions Binding.  Exercise by the
Trustee of any discretion vested in it, either expressly or by
implication, shall be conclusive and binding upon all parties
affected, without restriction, however, on the right of the
Trustee to reconsider and redetermine such actions.

     15.16     Removal of the Trustee.  The Company may remove
the Trustee (or any member of a group acting as Trustee) by
giving 30 days' written notice of such intended action to the
person being removed.  The Trustee (or any member of a group
acting as Trustee) may resign by giving 30 days' written notice
of such intended action to the Company.  Any such person so
resigning shall, within 90 days following the effective date of
such resignation, file with the Company a written statement of
accounts and proceedings concerning the acts of such person with
respect to the Fund since the date of the last annual statement
and report of the Trustee.  In the event of the resignation or
removal of the Trustee (or a member of a group acting as
Trustee), a successor may be appointed by the Company.  Upon
written acceptance by such successor, any such successor shall
have the same rights, duties, powers and immunities as the person
being succeeded unless otherwise provided in the instrument of
appointment.  In no event shall any such successor be responsible
for or liable on account of any act or failure to act of any
predecessor or have any duty to make inquiry or investigation as
to any act or omission occurring prior to its appointment.

     15.17     Majority of Trustees to Act.  In the event that a
group of individuals is acting as Trustee, the number of such
persons who shall act in such capacity from time to time shall be
determined by the Company.  Such persons shall be appointed by
the Company, and may or may not be the Plan Administrator or
Participants or employees of the Company or a Related Entity.
Any action taken by a group acting as Trustee shall be taken at
the direction of a majority of such persons, or, if the number of
such persons is less than three, by unanimous consent.

     15.18     Trustee Does Not Determine Contributions.  In no
event shall the Trustee (or any member of a group acting as
Trustee) be under any obligation whatsoever to determine whether
contributions received by the Trustee comply with the provisions
of this Plan or be obligated to take any action other than to
receive and administer such contributions pursuant to the terms
hereof.

     15.19     Reimbursement of the Trustee.  The Trustee shall
be reimbursed for all costs and charges incurred by the Trustee
in the prosecution or defense of any legal action or proceeding,
or arbitration, abandonment or compromise of claims, regarding
the Plan or Fund or the administration thereof to which the
Trustee may be a party, unless such action or proceeding involves
the responsibility or liability of the Trustee for breach of its
duties hereunder.

     15.20     Trustee Compensation.  The Trustee shall be
entitled to reasonable compensation for services rendered
hereunder; provided, that any individual acting as Trustee
hereunder shall serve without compensation for his services.  The
Trustee shall, unless reimbursed therefor by the Company, pay
from the Fund such compensation and all reasonable and necessary
costs, charges, expenses and taxes, including reasonable fees for
attorneys and agents, incurred in connection with the discharge
of its responsibilities under the Plan.  The Trustee shall not be
required to give bond for the faithful performance of its duties
hereunder, except as required by non-waivable provision of law.

     15.21     Rules Applicable to Trustee.  Notwithstanding any
other provision hereof, the following rules shall apply.

          (a)  For purposes of determining the value of assets in
     the trust, the Trustee shall value such assets in accordance
     with the Trustee's procedures for determining fair market
     value as of any date for which such valuation or accounting
     is required and in accordance with the procedures for
     valuation of any interests in any collective investment
     trust described below.

          (b)  No power, duty or responsibility is imposed upon
     the Trustee under the Plan, except as set forth in this
     article.  Until they determine or are advised to the
     contrary, the Trustee and any investment manager duly
     appointed hereunder may assume that this trust is qualified
     under Section 401(a), and is entitled to tax exemption under
     Section 501(a), of the Code.

          (c)  Except as otherwise provided below, the Trustee
     shall make investments in such investment funds only as the
     Employer directs in writing and the Trustee shall be under
     no obligation to inquire as to the propriety of such
     direction or as to the amount to be invested in each such
     investment account on behalf of each Participant.

               (i)  The Trustee shall have the power to invest
          any portion of the assets in a Participant's account
          which is held in cash or cash equivalents in short
          term, fixed income investments pending receipt of
          instructions from the Employer regarding the investment
          of a Participant's accounts.  While an investment fund
          transfer is pending, a Participant will not share in
          any gains or losses in the fund to which such amount is
          transferred until the trade into such fund is settled
          by the Trustee.

               (ii) The Trustee shall determine and report to the
          Company on each accounting date or as soon thereafter
          as practicable the fair market value (as determined in
          the sole discretion of the Trustee in accordance
          herewith) of the assets held for the benefit of each
          Participant in an investment fund in accordance with
          this paragraph.  The Trustee shall have the right to
          rely on any valuations and fair market valuations
          prepared by third parties as to assets held by any such
          third party.

               (iii)     The Trustee shall provide to the Company
          on each accounting date or as soon thereafter as
          practicable a statement showing the assets held for the
          benefit of each Participant in such investment funds
          and any expenses attributable to the acquisition and
          maintenance of such assets and expenses attributable to
          any assets disposed of since the last preceding
          accounting date.

               (iv) On the written direction of a Participant
          given to the Trustee by the Employer in accordance with
          the Plan, the Trustee shall liquidate for their fair
          market value (as determined by the Trustee) all of the
          assets held for the benefit of the Participant in an
          investment fund(s) and report the amount realized on
          such liquidation.

               (v)  All expenses incurred in connection with the
          sale, investment and reinvestment of assets in an
          investment fund (such as brokerage, postage, express
          and insurance charges and transfer taxes) shall be
          charged to the appropriate investment fund.

               (vi) If required by law, the Trustee reserves the
          right to disapprove any investment direction filed with
          the Trustee.

              ARTICLE 16 - STOCK CONTRIBUTION FUND

     16.1 Investment In Stock Contribution Fund.  Employer
contributions under Section 3.2 and 3.4 may be made in the form
of Employer Stock.  If such a contribution is made in Employer
Stock, it shall be held in a separate investment fund called the
"Stock Contribution Fund".  In addition, effective September 1,
1997, a Participant may direct that Before-Tax Contributions made
on his behalf be invested in the Stock Contribution Fund.
Subject to the restrictions stated below, Participants may direct
that amounts held in any other investment fund that are
attributable to Employer Matching Contributions (and, effective
September 1, 1997, Before-Tax Contributions) be transferred to
the Stock Contribution Fund; and any Participant may direct that
any amounts to his credit in the Stock Contribution Fund be
transferred to another investment fund.  The transfers described
in the preceding sentence shall be made no more frequently than
once per calendar quarter (effective September 1, 1997, once per
calendar month), at the time and in the manner prescribed by the
Company.  With respect to Participants subject to Section 16 of
the Securities Exchange Act of 1934 (officers, directors and 10%
owners), transfers described above also shall be limited as
follows:

          (a)  Transfers shall be permitted only during the
     period beginning on the third business day following the
     date of release of quarterly or annual summary financial
     statements and ending on the twelfth business day following
     such date; and

          (b)  To the extent necessary to comply with SEC Rule
     16b-3(f), any such transfer shall be made at least six
     months after the date of the most recent election, with
     respect to any plan of the Company, that effected a
     "discretionary transaction" of the opposite way under such
     rule.

     16.2 Voting.  The Trustee shall, except as specifically
provided below, vote in its discretion shares of Employer Stock
held by the Stock Contribution Fund on each matter brought before
an annual or special stockholders' meeting of the Employer.

     Each Participant (or, in the event of his death, his
Beneficiary) shall have the right, to the extent of Employer
Stock allocated to his account, to direct the Trustee in writing
as to the manner in which to respond to a tender or exchange
offer with respect to Employer Stock, and the Trustee shall
respond in accordance with the instructions so received.  The
Plan Administrator shall utilize its best efforts to timely
distribute or cause to be distributed to each Participant (or
Beneficiary) copies of all materials distributed to stockholders
of the Employer in connection with any such tender or exchange
offer, together with a form requesting confidential instructions
on whether or not such shares will be tendered or exchanged.
Such instructions shall be forwarded by Participants and
Beneficiaries to the outside firm of certified public accountants
regularly used by the Employer, and the accounting firm shall
inform the Trustee only of the aggregate number of shares of
Employer Stock to be tendered or exchanged.  If the accounting
firm shall not receive timely direction from a Participant (or
Beneficiary) that he is exercising the right of direction, those
shares of Employer Stock  shall be tendered or exchanged.  The
instructions received by the accounting firm from Participants
and Beneficiaries shall be held in confidence and shall not be
divulged or released to any person, including officers or
employees of the Employer or any Related Entity.

               ARTICLE 17 - LOANS TO PARTICIPANTS

     17.1 Loan Program.  Loans shall be made available to each
Participant (and beneficiary) who is a party in interest (as
defined in Section 3(14) of ERISA) on a reasonably equivalent
basis. A loan to a Participant shall be a Participant-directed
investment of his or her account.  The loan is a Trust investment
but no account other than the borrowing Participant's account
shall share in the interest paid on the loan or bear any expense
or loss incurred because of the loan.  Prior to September 1, 1997
the number of outstanding loans shall be unlimited.  Effective
September 1, 1997, the number of outstanding loans shall be
limited to three.  The minimum amount of any loan shall be
$1,000.00.  Loans must be adequately secured and bear a
reasonable rate of interest.  The Loan program shall be
administered by the Loan Plan Administrator, who shall be
appointed by the Company.

     17.2 Maximum Loan Amount.  The amount of the loan shall not
exceed the maximum amount that may be treated as a loan under
Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

          (a)  $50,000 reduced by the excess of (i) the highest
     outstanding loan balance of loans during the one-year period
     ending on the day before the new loan is made, over (ii) any
     outstanding loan balance on the date the new loan is made;
     or
     
          (b)  One-half of the Participant's Account Balance.

     17.3 Collateral.  No collateral other than a portion of the
Participant's Account Balance (as limited above) shall be
accepted.  The Loan Plan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

     17.4 Spousal Consent.  A Participant who became a
Participant prior to January 1, 1995 must obtain the consent of
his spouse, if any, to the use of the Account Balance as security
for the loan.  Spousal consent shall be obtained no earlier than
the beginning of the 90-day period that ends on the date on which
the loan to be so secured is made.  The consent must be in
writing, must acknowledge the effect of the loan, and must be
witnessed by a Plan representative or a notary public.  Such
consent shall thereafter be binding with respect to the
consenting spouse or any subsequent spouse with respect to that
loan.  A new consent shall be required if the Account Balance is
used for collateral upon renegotiation, extension, renewal, or
other revision of the loan.

      17.5       Reduction of Account Balance.  If a valid
spousal consent has been obtained in accordance with the above,
then, notwithstanding any other provision of this Plan, the
portion of the Participant's Account Balance used as a security
interest held by the Plan by reason of a loan outstanding to the
Participant shall be taken into account for purposes of
determining the amount of the Account Balance payable at the time
of death or distribution, but only if the reduction is used as
repayment of the loan.  If less than 100% of the Participant's
Account Balance (determined without regard to the preceding
sentence) is payable to the surviving spouse, then the Account
Balance shall be adjusted by first reducing the Account Balance
by the amount of the security used as repayment of the loan, and
then determining the benefit payable to the surviving spouse.

     17.6     Reasonable Rate of Interest.  Each loan shall bear a
reasonable fixed rate of interest to be determined by the Loan
Plan Administrator.  In determining the interest rate, the Loan
Plan Administrator shall take into consideration fixed interest
rates currently being charged by commercial lenders for loans of
comparable risk on similar terms and for similar durations, so
that the interest will provide for a return commensurate with
rates currently charged by commercial lenders for loans made
under similar circumstances.  The Loan Plan Administrator shall
not discriminate among Participants in the matter of interest
rates; but loans granted at different times may bear different
interest rates in accordance with the current appropriate
standards.

     17.7 Repayment Period.  The loan shall by its terms require
that repayment (principal and interest) be amortized in level
payments, not less frequently than quarterly, over a period not
extending beyond five years from the date of the loan.  The
period of repayment for any loan shall be arrived at by mutual
agreement between the Loan Plan Administrator and the
Participant.

     17.8 Application.  The Participant shall make a written
application for a loan from the Plan on forms provided by the
Loan Plan Administrator.  The application must specify the amount
and duration requested.  No loan will be approved unless the
Participant is creditworthy.  The Participant must grant
authority to the Loan Plan Administrator to investigate the
Participant's creditworthiness so that the loan application may
be properly considered.  Information contained in the application
for the loan concerning the income, liabilities, and assets of
the Participant will be evaluated to determine whether there is a
reasonable expectation that the Participant will be able to
satisfy payments on the loan as due.  Additionally, the Loan Plan
Administrator will pursue any appropriate further investigations
concerning the creditworthiness and/or credit history of the
Participant to determine whether a loan should be approved.

     17.9 Promissory Note Required.  Each loan shall be fully
documented in the form of a promissory note signed by the
Participant for the face amount of the loan, together with
interest determined as specified above.

     17.10     Assignment of Collateral.  There will be an
assignment of collateral to the Plan executed at the time the
loan is made.

     17.11     Repayment by Payroll Deduction.  If repayment
through payroll deduction is available, installments are so
payable, and a payroll deduction agreement will be executed by
the Participant at the time of making the loan.  Where payroll
deduction is not available, payments are to be timely made.  Any
payment that is not by payroll deduction shall be made payable to
the Employer or the Trustee, as specified in the promissory note,
and delivered to the Loan Plan Administrator, including
prepayments, service fees and penalties, if any, and other
amounts due under the note.  The promissory note may provide for
reasonable late payment penalties and/or service fees.  Any
penalties or service fees shall be applied to all Participants in
a nondiscriminatory manner.  If the promissory note so provides,
such amounts may be assessed and collected from the account of
the Participant as part of the loan balance.

     17.12     Prepayment.  Each loan may be paid prior to
maturity, in part or in full, without penalty or service fee,
except as may be set out in the promissory note.

     17.13     Default.  If any amount remains unpaid for more
than 31 days after due, a default is deemed to occur unless loan
payments are suspended.  If a Participant is on an authorized
unpaid leave of absence, loan payments shall be suspended up to
12 months.  Any suspended loan payments shall be reflected as an
arrearage on the Employer's payroll.  Upon the Participant's
return to active employment, but no later than 12 months
following the initial suspension, the Participant's loan payments
shall resume at 150% of his original loan payment amount until
the entire arrearage due to suspended loan payments is repaid,
then at 100% of his original loan payment amount for the
remainder of his loan term.

     17.14     Remedies Available Upon Default.  Upon default,
the Plan has the right to pursue any remedy available by law to
satisfy the amount due, along with accrued interest, including
the right to enforce its claim against the security pledged and
execute upon the collateral as allowed by law and in compliance
with ERISA and the Code.  If any payment of principal or interest
or any other amount due under the promissory note, or any portion
thereof, is not made for a period of 90 days after due, the
entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and
subject to collection or satisfaction by any lawful means,
including specifically but not limited to the right to enforce
the claim against the security pledged and to execute upon the
collateral as allowed by law.

     17.15     No Foreclosure Prior to Distributable Event.  In
the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then
due, will not occur until a distributable event occurs in
accordance with the Plan, and will not occur to an extent greater
than the amount then available upon any distributable event which
has occurred under the Plan.

     17.16     Reasonable Collection Costs Assessed.  All
reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any
default or in any proceeding to enforce any provision of a
promissory note or instrument by which a promissory note for a
Participant loan is secured, shall be assessed and collected from
the account of the Participant as part of the loan balance.

     17.17     Insufficient Payroll Deduction.  If payroll
deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an
increase in the amount taken subsequently, sufficient to make up
the amount that is then due.  If the subsequent deduction is also
insufficient to satisfy the amount due within 31 days, a default
is deemed to occur as above.  If any amount remains past due more
than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued and any
other amount then due under the promissory note, shall become due
and payable, as above.

     17.18     Loan Due Upon Termination.  If the Participant
ceases to be an Employee, the balance of the outstanding loan
becomes due and payable, and the Participant's Account Balance
will be used as available for distribution(s) to pay the
outstanding loan.  The Participant's Account Balance will not be
used to pay any amount due under the outstanding loan before the
date which is 31 days after the date he ceased to be an Employee,
and the Participant may elect to repay the outstanding loan with
interest on the day of repayment.  If no distributable event has
occurred
under the Plan at the time that the Participant's Account Balance
would otherwise be used under this provision to pay any amount
due under the outstanding loan, this will not occur until the
time, or in excess of the extent to which, a distributable event
occurs under the Plan.

*     *     *     *     *     *     *

EXHIBIT A

Employees who May Become Eligible to Participate

     All Employees of an Employer.

EXHIBIT B

Excluded Subsidiaries

None

                                                         Exhibit 5.1
                                               

[GATEWAY 2000, INC. LETTERHEAD]
September 22, 1997

Gateway 2000, Inc.
610 Gateway Drive
P.O. Box 2000
North Sioux City, South Dakota  57049

Ladies and Gentlemen:

I am the Senior Vice President, General Counsel and Secretary of
Gateway 2000, Inc., a Delaware corporation (the "Company") and
have acted as counsel in connection with the filing of this
Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration under the Securities
Act of 1933, as amended (the "Act"), of up to 1,000,000 shares
(the "Shares") of the Company's Common Stock, $.01 par value per
share (the "Common Stock"), which are to be issued pursuant to
the Gateway 2000, Inc. Retirement Savings Plan (the "Plan") of
the Company.

In arriving at this opinion, I, or members of my staff, have
examined and relied upon originals or copies, certified or
otherwise identified to my satisfaction, of the following:

     1.     The Registration Statement;

     2.     The Plan;

     3.     The Restated Certificate of Incorporation of the
Company;

     4.     The Bylaws of the Company;

     5.     Copies of certain corporate records of the Company;

     6.     Certificates of public officials, officers,
representatives and agents of the Company and resolutions of the
Board of Directors (the "Board") and Committees of the Board; and

     7.     such other instruments, documents, statements and
records of the Company as I or members of my staff deemed
relevant and necessary to examine and rely upon for the purpose
of this opinion.

I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all the documents submitted
to me as certified or photostatic copies, and the authenticity of
all such documents.

I assume that, prior to the sale of any Shares to which this
Registration Statement relates, appropriate action will be taken
to register and qualify such Shares for sale, to the extent
necessary, under any applicable state or foreign securities or
other laws.

Based upon the foregoing and in reliance thereon, I am of the
opinion that the up to 1,000,000 Shares of Common Stock which are
to be issued pursuant to the Plan, when issued and paid for in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable by the Company.

The opinion contained in the preceding paragraph is based on the
assumption that, at the time such Shares of stock are issued,
this Registration Statement will then be effective.
This opinion is limited in all respects the General Corporation Law 
of the State ofDelaware and the federal laws of the United States of America,
and I express no opinion as to the law of any other jurisdiction or
the effect thereof.

I hereby consent to the inclusion of this opinion as Exhibit 5.1
to the Registration Statement.

Very truly yours,

/s/ William M. Elliott
------------------------
William M. Elliott
Senior Vice President, General Counsel & Secretary

                                                   Exhibit 5.2

                                                      

Undertaking re: Submission of Plan

     The Company hereby undertakes that it will submit or has
submitted the Gateway 2000, Inc. Retirement Savings Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.

                                                 Exhibit 23.1

                                                     
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration
Statement of Gateway 2000, Inc. on Form S-8, relating to the Retirement
Savings Plan, of our report datedJanuary 30, 1997, on our audits of the
consolidated financialstatements of Gateway 2000, Inc. as of December 31,
1996 and 1995 and for the three years ended December 31, 1996, which report is
included in its Annual Report on Form 10-K and of our report dated August 15, 
1997 on our audits of the Retirement Savings Plan of Gateway 2000, Inc. as of
December 31, 1996 and 1995 and for the year ended December 31, 1996, which 
report is included on Form 11-K.

                                /s/Coopers & Lybrand L.L. P.

Coopers & Lybrand L.L.P.
Omaha, Nebraska
September 19, 1997

                                           Exhibit 24.1

                                                     
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints William M. Elliott, Stephanie G. Heim and David J.
McKittrick and each of them (with full power to each of them to
act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 together with any or all
amendments thereto (including post-effective amendments), and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE                     TITLE                    DATE
/s/ THEODORE W. WAITT         Chairman of the          July 23, 1997
----------------------        Board Chief Executive
Theodore W. Waitt             Officer (Principal
                              Executive Officer and
                              Director

/s/ CHARLES G. CAREY          Director                 July 23, 1997
-----------------------
Charles G. Carey

/s/ JAMES W. CRAVENS          Director                 July 23, 1997
-----------------------
James W. Cravens

/s/ GEORGE H. KRAUSS          Director                 July 23, 1997
-----------------------
George H. Krauss

/s/ DOUGLAS L. LACEY          Director                 July 23, 1997
-----------------------
Douglas L. Lacey

/s/ JAMES F. MCCANN           Director                 July 23, 1997
-----------------------
James F. McCann

/s/ RICHARD D. SNYDER         Director                 July 23, 1997
-----------------------
Richard D. Snyder

September 22, 1997

Securities & Exchange Commission
450 5th Street N.W.
Washington, D.C.  20549

Re:  Gateway 2000, Inc. - Registration on Form S-8
     File No. 0-22784; CIK No. 0000895812

Ladies and Gentlemen:

Enclosed for filing is a registration statement on Form S-8 to register 
1,000,000 shares of common stock of Gateway 2000, Inc. (the "Company") to be
offered under the Company's Retirement Savings (401K) Plan.  The filing fee of
$10,066.67 was sent by wire transfer to the Commission's account at Mellon
Bank on Friday, September 19, 1997.

If you have any questions, please call me at (605) 232-2594.

Sincerely,

Stephanie G. Heim
Senior Staff Counsel and Assistant Secretary