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                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                             -----------------------
  
  
                                    FORM 8-K
  
  
                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
                          DATE OF REPORT:  AUGUST 1, 1997
                 (DATE OF EARLIEST EVENT REPORTED:  JULY 18, 1997)
  
  
                          COMMISSION FILE NUMBER:  0-20084
  
  
                           NETFRAME SYSTEMS INCORPORATED
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
  
  
                  DELAWARE                                    77-0081278
                  --------                                    ----------
  (STATE OF INCORPORATION OR ORGANIZATION)             (IRS EMPLOYER I.D. NO.)
  
  
  
                                1545 BARBER LANE
                           MILPITAS, CALIFORNIA  95035
                           ---------------------------
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
  
  
                                 (408) 474-1000
                                 --------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
  <PAGE>
   
  ITEM 1.  CHANGES IN CONTROL OF REGISTRANT
  
       Pursuant to the Agreement and Plan of Merger dated as of June 10, 1997 (the
  "Merger Agreement") among NetFRAME Systems Incorporated, a Delaware corporation
  ("Registrant"), Micron Electronics, Inc., a Minnesota corporation ("Micron"),
  and Payette Acquisition Corporation, a Delaware corporation and a wholly owned
  subsidiary of Micron ("Purchaser"), Purchaser commenced a tender offer (the
  "Offer") on June 16, 1997 for all of the issued and outstanding shares of
  Registrant's Common Stock, $.001 par value per share, and all associated rights,
  including Preferred Share Purchase Rights (collectively, the "Shares"), at $1.00
  per Share, net to the seller (the "Offer Price").  On July 18, 1997, upon
  completion of the Offer, Purchaser acquired 8,775,554 Shares, representing 62.8%
  of the then outstanding Shares, for an aggregate consideration of $8,775,554,
  excluding approximately $1.75 million to pay related fees and expenses of
  Purchaser and Micron. Purchaser acquired the Shares through the Offer with
  existing cash reserves of Micron.
  
       Under the terms of the Merger Agreement, as a result of the consummation of
  the Offer, Purchaser is entitled to designate for appointment to Registrant's
  Board of Directors a number of directors representing at least a majority of
  Registrant's Board.  If Purchaser elects to exercise such right, Registrant has
  agreed to increase the size of its Board of Directors or secure the resignations
  of current members thereof to enable the appointment of Purchaser's designees
  and to cause such designees to be elected to Registrant's Board.  To date,
  Purchaser has not exercised such right.
  
       A special meeting of the stockholders of Registrant is expected to be held
  in August 1997.  At such meeting, holders of Common Stock of record as of July
  28, 1997 will be asked to consider, approve and adopt the Merger Agreement and
  the merger of Purchaser with and into Registrant contemplated thereby (the
  "Merger").  Following the Merger, the Company will continue as the surviving
  corporation and will become a wholly owned subsidiary of Micron.  Upon
  consummation of the Merger, each Share not owned by Micron, Purchaser or any
  other direct or indirect subsidiary of Micron (other than those Shares held in
  the treasury of Registrant and Shares held by stockholders who shall have
  demanded and perfected any appraisal rights they may have under Delaware law)
  will be automatically canceled and converted into the right to receive the Offer
  Price.  Purchaser owns a sufficient number of Shares to assure approval of the
  Merger Agreement and the Merger at the special meeting.  Micron has agreed in
  the Merger Agreement to vote or cause to be voted all Shares owned by Purchaser
  or Micron in favor of the Merger Agreement and the Merger.  Accordingly, the
  affirmative vote of the other holders of Shares is not required to approve the
  Merger Agreement and the Merger.
  
       The above summary of the Merger Agreement is qualified in its entirety by
  the Merger Agreement.  The Merger Agreement was filed as Exhibit (c)(1) to the
  Schedule 14D-9 filed by Registrant on June 16, 1997.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
    2.1  Agreement and Plan of Merger, dated as of June 10, 1997, among Micron,
         Purchaser and Registrant (incorporated by reference to Exhibit (c)(1) to
         the Schedule 14D-9 filed by Registrant on June 16, 1997).
  
   99.1  Press Release issued jointly by Micron and Registrant on June 10, 1997
         (incorporated by reference to Exhibit (a)(3) to the Schedule 14D-9
         filed by Registrant on June 16, 1997).
  
   99.2  Press Release issued by Micron on June 16, 1997 (incorporated by
         reference to Exhibit (a)(9) to the Schedule 14D-1 filed by Micron on June
         16, 1997).
  
   99.3  Press Release issued by Micron on July 15, 1997 (incorporated by
         reference to Exhibit (a)(10) to the Final Amendment to the Schedule 14D-1
         filed by Micron on July 29, 1997).
  <PAGE>
   
                                    SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report on Form 8-K to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
                                NetFRAME SYSTEMS INCORPORATED
  
  
                                By:  /s/ Dan McCammon
                                    -------------------------------
                                      Dan McCammon
                                      Vice President, Finance and
                                       Chief Financial Officer
  
  
  Date: August 1, 1997
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text: UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             -----------------------
  
                                    FORM 8-K
  
                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
                          DATE OF REPORT:  AUGUST 1, 1997
                 (DATE OF EARLIEST EVENT REPORTED:  JULY 18, 1997)
  
                          COMMISSION FILE NUMBER:  0-20084
  
                           NETFRAME SYSTEMS INCORPORATED
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
                  DELAWARE                                    77-0081278
                  --------                                    ----------
  (STATE OF INCORPORATION OR ORGANIZATION)             (IRS EMPLOYER I.D. NO.)
  
                                1545 BARBER LANE
                           MILPITAS, CALIFORNIA  95035
                           ---------------------------
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
                                 (408) 474-1000
                                 --------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
  ITEM 1.  CHANGES IN CONTROL OF REGISTRANT
  
       Pursuant to the Agreement and Plan of Merger dated as of June 10, 1997 (the
  "Merger Agreement") among NetFRAME Systems Incorporated, a Delaware corporation
  ("Registrant"), Micron Electronics, Inc., a Minnesota corporation ("Micron"),
  and Payette Acquisition Corporation, a Delaware corporation and a wholly owned
  subsidiary of Micron ("Purchaser"), Purchaser commenced a tender offer (the
  "Offer") on June 16, 1997 for all of the issued and outstanding shares of
  Registrant's Common Stock, $.001 par value per share, and all associated rights,
  including Preferred Share Purchase Rights (collectively, the "Shares"), at $1.00
  per Share, net to the seller (the "Offer Price").  On July 18, 1997, upon
  completion of the Offer, Purchaser acquired 8,775,554 Shares, representing 62.8%
  of the then outstanding Shares, for an aggregate consideration of $8,775,554,
  excluding approximately $1.75 million to pay related fees and expenses of
  Purchaser and Micron. Purchaser acquired the Shares through the Offer with
  existing cash reserves of Micron.
  
       Under the terms of the Merger Agreement, as a result of the consummation of
  the Offer, Purchaser is entitled to designate for appointment to Registrant's
  Board of Directors a number of directors representing at least a majority of
  Registrant's Board.  If Purchaser elects to exercise such right, Registrant has
  agreed to increase the size of its Board of Directors or secure the resignations
  of current members thereof to enable the appointment of Purchaser's designees
  and to cause such designees to be elected to Registrant's Board.  To date,
  Purchaser has not exercised such right.
  
       A special meeting of the stockholders of Registrant is expected to be held
  in August 1997.  At such meeting, holders of Common Stock of record as of July
  28, 1997 will be asked to consider, approve and adopt the Merger Agreement and
  the merger of Purchaser with and into Registrant contemplated thereby (the
  "Merger").  Following the Merger, the Company will continue as the surviving
  corporation and will become a wholly owned subsidiary of Micron.  Upon
  consummation of the Merger, each Share not owned by Micron, Purchaser or any
  other direct or indirect subsidiary of Micron (other than those Shares held in
  the treasury of Registrant and Shares held by stockholders who shall have
  demanded and perfected any appraisal rights they may have under Delaware law)
  will be automatically canceled and converted into the right to receive the Offer
  Price.  Purchaser owns a sufficient number of Shares to assure approval of the
  Merger Agreement and the Merger at the special meeting.  Micron has agreed in
  the Merger Agreement to vote or cause to be voted all Shares owned by Purchaser
  or Micron in favor of the Merger Agreement and the Merger.  Accordingly, the
  affirmative vote of the other holders of Shares is not required to approve the
  Merger Agreement and the Merger.
  
       The above summary of the Merger Agreement is qualified in its entirety by
  the Merger Agreement.  The Merger Agreement was filed as Exhibit (c)(1) to the
  Schedule 14D-9 filed by Registrant on June 16, 1997.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
    2.1  Agreement and Plan of Merger, dated as of June 10, 1997, among Micron,
         Purchaser and Registrant (incorporated by reference to Exhibit (c)(1) to
         the Schedule 14D-9 filed by Registrant on June 16, 1997).
  
   99.1  Press Release issued jointly by Micron and Registrant on June 10, 1997
         (incorporated by reference to Exhibit (a)(3) to the Schedule 14D-9
         filed by Registrant on June 16, 1997).
  
   99.2  Press Release issued by Micron on June 16, 1997 (incorporated by
         reference to Exhibit (a)(9) to the Schedule 14D-1 filed by Micron on June
         16, 1997).
  
   99.3  Press Release issued by Micron on July 15, 1997 (incorporated by
         reference to Exhibit (a)(10) to the Final Amendment to the Schedule 14D-1
         filed by Micron on July 29, 1997).
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
  Registrant has duly caused this report on Form 8-K to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
                                NetFRAME SYSTEMS INCORPORATED
  
                                By:  /s/ Dan McCammon
                                    -------------------------------
                                      Dan McCammon
                                      Vice President, Finance and
                                       Chief Financial Officer
  
  Date: August 1, 1997