<PAGE>
 
                                  As Filed With the Commission on August 8, 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
(State or Other Jurisdiction of                           42-1249184
 Incorporation or Organization)             (I.R.S. Employer Identification No.)

                      610 Gateway Drive            
                North Sioux City, South Dakota               57049
          (Address of principal executive offices)        (zip code)

          Advanced Logic Research, Inc. Flexible Stock Incentive Plan
      Advanced Logic Research, Inc. 1996 Stock Option/Stock Issuance 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
-----------------------------------------------------------------------------------------------
                                            Proposed Maximum       Proposed
Title of Securities to      Amount to be   Offering Price Per      Maximum         Amount of
 be Registered               Registered        Share (1)          Aggregate      Registration
                                                                Offering Price       Fee
 ----------------------------------------------------------------------------------------------
<S>                        <C>             <C>                  <C>              <C>
Common Stock, par value    500,000 shares        $38.59          $19,295,000      $5,846.97
$.01 per share
-----------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
     for the purpose of calculating the amount of the registration fee 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 August 1, 1997, which was
     $38.59.
<PAGE>
 
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") hereby incorporates 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 Company's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1997; and

          (c)  The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the registration statement filed by the
Company on November 3, 1993, as amended on September 16, 1994, on Form 8-A under
Section 12 of the Securities Exchange Act of 1934, as amended (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, 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.

                                       2
<PAGE>
 
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers.

          Under its Certificate of Incorporation and Bylaws, the Company will,
to the full extent permitted by the General Corporation Law of the State of
Delaware, 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 also entered into an Indemnification Agreement with each director and
certain officers which provides that the Company will indemnify the director or
officer in connection with any such actions, suits or proceedings.

          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    Advanced Logic Research, Inc. Flexible Stock Incentive Plan

          4.2    Advanced Logic Research, Inc. 1996 Stock Option/Stock Issuance
                 Plan

          4.3    Agreement and Plan of Merger, dated as of June 19, 1997, among
                 Advanced Logic Research, Inc., the Company and Deuce
                 Acquisition Corporation

          4.4    Specimen Certificate for the Company's Common Stock (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 and Corporate Secretary

                                       3
<PAGE>
 
          23.1   Consent of Coopers & Lybrand L.L.P.

          23.2   Consent of William M. Elliott, Esq., Senior Vice President,
                 General Counsel and Corporate 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;

                 (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 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

                                       4
<PAGE>
 
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.

                                       5
<PAGE>
 
                                   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 8th day
of August, 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 and Chief            August 8, 1997     
------------------------------      Executive Officer (Principal Executive                     
Theodore W. Waitt                   Officer and Director)                                      
                                                                                               
*                                   President, Chief Operating Officer         August 8, 1997     
------------------------------      and Director                                               
Richard D. Snyder                                                                              
                                    Senior Vice President, Chief Financial     August 8, 1997     
------------------------------      Officer and Treasurer (Principal                           
David J. McKittrick                 Financial Officer and Principal                            
                                    Accounting Officer)                                        
                                                                                               
*                                   Director                                   August 8, 1997     
------------------------------                                                                 
Charles G. Carey                                                                               

*                                   Director                                   August 8, 1997     
------------------------------                                                                 
James W. Cravens                                                                               

*                                   Director                                   August 8, 1997     
------------------------------                                                                 
George H. Krauss                                                                               

*                                   Director                                   August 8, 1997     
------------------------------                                                                 
Douglas L. Lacey                                                                               

*                                   Director                                   August 8, 1997     
------------------------------
James F. McCann
 

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

                                       6
<PAGE>
 
                                 EXHIBIT INDEX



EXHIBIT NUMBER           DESCRIPTION


     4.1                 Advanced Logic Research, Inc. Flexible Stock Incentive
                         Plan

     4.2                 Advanced Logic Research, Inc. 1996 Stock Option/Stock
                         Issuance Plan

     4.3                 Agreement and Plan of Merger, dated as of June 19,
                         1997, among Advanced Logic Research, Inc., the Company
                         and Deuce Acquisition Corporation

     4.4                 Specimen Certificate for the Company's Common Stock
                         (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 and Corporate Secretary

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

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

     24.1                Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17757}]
{"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": "333-33231", "film-number": "97654557"}, "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 August 8, 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
(State or Other Jurisdiction of                           42-1249184
 Incorporation or Organization)             (I.R.S. Employer Identification No.)

                      610 Gateway Drive            
                North Sioux City, South Dakota               57049
          (Address of principal executive offices)        (zip code)

          Advanced Logic Research, Inc. Flexible Stock Incentive Plan
      Advanced Logic Research, Inc. 1996 Stock Option/Stock Issuance 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
-----------------------------------------------------------------------------------------------
                                            Proposed Maximum       Proposed
Title of Securities to      Amount to be   Offering Price Per      Maximum         Amount of
 be Registered               Registered        Share (1)          Aggregate      Registration
                                                                Offering Price       Fee
 ----------------------------------------------------------------------------------------------
Common Stock, par value    500,000 shares        $38.59          $19,295,000      $5,846.97
$.01 per share
-----------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
     for the purpose of calculating the amount of the registration fee 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 August 1, 1997, which was
     $38.59.
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") hereby incorporates 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 Company's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1997; and

          (c)  The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the registration statement filed by the
Company on November 3, 1993, as amended on September 16, 1994, on Form 8-A under
Section 12 of the Securities Exchange Act of 1934, as amended (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, 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.

                                       2
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 of the General Corporation Law of the
State of Delaware which provides for indemnification of directors and officers.

          Under its Certificate of Incorporation and Bylaws, the Company will,
to the full extent permitted by the General Corporation Law of the State of
Delaware, 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 also entered into an Indemnification Agreement with each director and
certain officers which provides that the Company will indemnify the director or
officer in connection with any such actions, suits or proceedings.

          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    Advanced Logic Research, Inc. Flexible Stock Incentive Plan

          4.2    Advanced Logic Research, Inc. 1996 Stock Option/Stock Issuance
                 Plan

          4.3    Agreement and Plan of Merger, dated as of June 19, 1997, among
                 Advanced Logic Research, Inc., the Company and Deuce
                 Acquisition Corporation

          4.4    Specimen Certificate for the Company's Common Stock (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 and Corporate Secretary

                                       3
23.1   Consent of Coopers & Lybrand L.L.P.

          23.2   Consent of William M. Elliott, Esq., Senior Vice President,
                 General Counsel and Corporate 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;

                 (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 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

                                       4
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.

                                       5
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 8th day
of August, 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 and Chief            August 8, 1997     
------------------------------      Executive Officer (Principal Executive                     
Theodore W. Waitt                   Officer and Director)                                      
                                                                                               
*                                   President, Chief Operating Officer         August 8, 1997     
------------------------------      and Director                                               
Richard D. Snyder                                                                              
                                    Senior Vice President, Chief Financial     August 8, 1997     
------------------------------      Officer and Treasurer (Principal                           
David J. McKittrick                 Financial Officer and Principal                            
                                    Accounting Officer)                                        
                                                                                               
*                                   Director                                   August 8, 1997     
------------------------------                                                                 
Charles G. Carey                                                                               

*                                   Director                                   August 8, 1997     
------------------------------                                                                 
James W. Cravens                                                                               

*                                   Director                                   August 8, 1997     
------------------------------                                                                 
George H. Krauss                                                                               

*                                   Director                                   August 8, 1997     
------------------------------                                                                 
Douglas L. Lacey                                                                               

*                                   Director                                   August 8, 1997     
------------------------------
James F. McCann
 

* By: /s/ William M. Elliott
     -------------------------
          William M. Elliott 
          Attorney-in-Fact
6
EXHIBIT INDEX

EXHIBIT NUMBER           DESCRIPTION

     4.1                 Advanced Logic Research, Inc. Flexible Stock Incentive
                         Plan

     4.2                 Advanced Logic Research, Inc. 1996 Stock Option/Stock
                         Issuance Plan

     4.3                 Agreement and Plan of Merger, dated as of June 19,
                         1997, among Advanced Logic Research, Inc., the Company
                         and Deuce Acquisition Corporation

     4.4                 Specimen Certificate for the Company's Common Stock
                         (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 and Corporate Secretary

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

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

     24.1                Powers of Attorney