POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

14303 GATEWAY PLACE
POWAY, CALIFORNIA 92064
(858) 848-3401
(Address, including zip code and telephone number,
including area code of Registrant's principal executive offices)

JAVADE CHAUDHRI, ESQ.
GATEWAY, INC.
14303 GATEWAY PLACE
POWAY, CALIFORNIA 92064
(858) 848-3401
(Name, address, including zip code and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

You should read this prospectus carefully before you invest. The selling stockholder identified in this prospectus may sell up to 5,938,948 shares of common stock of Gateway, Inc. under this prospectus for their own account. The selling stockholder, directly or through agents, brokers, dealers or underwriters, may sell the shares of common stock described in this prospectus to one or more other purchasers in public transactions, privately negotiated transactions, or any combination thereof. Such sales may be effected in one or more transactions (a) at negotiated or fixed prices or prices which may be determined at the time of sale, (b) in transactions through a national securities exchange or in the over-the-counter market, or (c) through various arrangements involving hedging transactions, short sales, the writing of options or other derivatives or the issuance of convertible or exchangeable securities. If the selling stockholder sells shares to or through brokers or dealers, such brokers or dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholder. We will not receive any proceeds from the sale of our common stock by the selling stockholder.

The selling stockholder and any agents, brokers, dealers, or underwriters that participate in the sale of the shares may be considered underwriters as defined in the Securities Act of 1933 and any commission they receive and any profit on the resale of the shares they may purchase may be considered underwriting discounts or commissions under the Securities Act. We have agreed to indemnify the selling stockholder and certain other persons against certain liabilities under the Securities Act to the extent permitted by law, but we will not be paying any underwriting commissions or discounts in the offering of these shares or any expenses of the selling stockholder.

Our common stock is listed on the New York Stock Exchange under the trading symbol GTW. On April 4, 2002, the last reported sale price for our common stock was $6.32 per share.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

		PAGE
About Gateway		2
Where You Can Find More Information		2
Forward-Looking Statements		3
Risk Factors		3
Description of Capital Stock		6
Use of Proceeds		6
Dividend Policy		7
Selling Stockholder		7
Plan of Distribution		7
Legal Matters		9
Experts		9

We are a leading direct marketer of personal computers ("PCs") and related products and services, which are also referred to as digital technology solutions, for individuals, families, small and medium businesses, government agencies, educational institutions, and large businesses in the United States. We develop, manufacture, market, and support a broad line of desktop and portable PCs and servers and offer diversified products and services that are "beyond-the-box," including communications products (such as Internet access services), financing programs, peripheral products, software, services and support packages and training. We believe we are one of the leading suppliers of PCs to the U.S. consumer market. Our strategy is to deliver the best value to our customers by offering quality, high-performance PCs and other products employing the latest technology at competitive prices and by providing outstanding service and support. Internet users can access information about us and our products and services at http://www.gateway.com. Information contained at our website is not considered a part of this prospectus.

We were incorporated as "Gateway 2000 Inc." in Iowa on August 15, 1986, merged into a South Dakota corporation of the same name effective December 29, 1989, merged into a Delaware corporation of the same name effective February 20, 1991 and changed our name to "Gateway, Inc." effective May 25, 1999. In December 1993, we completed our initial public offering of common stock which was listed on The NASDAQ National Market. On May 22, 1997, we moved our common stock listing to the New York Stock Exchange, and began trading under the symbol GTW. Our principal executive offices are located at 14303 Gateway Place, Poway, California 92064. Our telephone number is (858) 848-3401.

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's public reference rooms located in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and certain information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the securities covered by this prospectus are sold or we terminate this offering:

We will provide a copy of each of the documents incorporated by reference upon your request. You may request a copy of these filings at no cost to you, by writing or telephoning us at the following address and telephone number:

Corporate Secretary
Gateway, Inc.
14303 Gateway Place
Poway, California 92064
(858) 848-3401

You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement, including any information incorporated by reference in this prospectus or any prospectus supplement, is accurate as of any date other than the date on the front of the applicable documents.

Some of the statements contained or incorporated by reference in this prospectus constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements with respect to our plans, projections or future performance.

These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such statements. See Risk Factors below and our periodic reports and other documents filed with the SEC for further discussions of certain of the risks, uncertainties and other factors applicable to us, our business and the securities proposed to be sold.

The securities being offered by this prospectus involve a degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus and in the additional information described under the heading "Where You Can Find More Information" above before you buy any of the securities sold pursuant to this prospectus:

OUR BUSINESS MAY SUFFER AS A RESULT OF THE PC MARKET AND GENERAL ECONOMIC AND BUSINESS CONDITIONS

Our revenue growth and profitability depend significantly on the overall demand for PCs and related products and services. Since late 2000, general demand for computers and computer-related products has declined as a result of market maturation and declining economic conditions. This has adversely impacted demand for our products and services. Demand for our products could be adversely affected if general economic and industry conditions fail to improve or continue to deteriorate, as could the financial health of our suppliers and resellers. In addition, the terrorist attacks that took place on September 11, 2001 have intensified the economic and political uncertainties that affect the global economy and our operating results and financial condition. During the weeks immediately following the September 11, 2001 attacks, we experienced a drop in demand across all markets and products. Future terrorist attacks, national and international responses to terrorist attacks, and other acts of war or hostility could materially adversely affect us. Continued uncertainty about future economic conditions has also made it increasingly difficult to forecast future operating results.

We have encountered increasingly aggressive competition in our industry with numerous competitors vying for market share. Competition is driven in large part by price and availability of new technology and products. A number of our competitors have aggressively cut prices to spur sales and gain market share in light of recent softness in the PC industry. We believe we can counter these competitive forces by reacting more quickly to expected and perceived customer product requirements and desires, aggressively reducing our prices and by maintaining relationships with our suppliers to bring products quickly to market. We cannot guarantee that this strategy will be successful in an ever-changing marketplace. In addition, while we expect the industry trend of declining average unit prices for PCs to continue, we have mitigated the impact of falling prices and changes in product mix by continuing to diversify our revenue stream with new products, software bundles, Internet services, financing and other service and support offerings. If lower PC prices are not offset in the future by increased sales volume or sales of higher-priced PCs or other products and services or by reduced costs, our profitability could be adversely impacted.

OUR CORPORATE RESTRUCTURING AND INFRASTRUCTURE MAY NOT SUPPORT GROWTH OR PROFITABILITY

We plan to transform ourselves into a leading provider of personalized digital technology solutions by better leveraging our existing retail footprint, our brand and our beyond-the-box products and services. We cannot guarantee that our strategy of focusing on our core domestic markets, reducing costs and increasing sales of non-PC products and services will be successful in the event of sustained adverse economic industry conditions. Moreover, our business creates ongoing demands for personnel, facilities, information and internal control systems and other infrastructure requirements. If we are unable to maintain and develop our infrastructure while reducing costs, we could experience disruptions in operations, which could have an adverse financial impact.

We require a high volume of quality components for our products and solutions offerings. We also obtain substantially all of our components from outside suppliers. While we attempt to have multiple suppliers for such components, in some circumstances we maintain single-source supplier relationships which may in part be due to the lack of alternative sources of supply. Our ability to ship the related product or solution in desired quantities and in a timely manner could be adversely affected if the supply of a key material component is delayed or curtailed. The delay or curtailment of deliveries of key material components could occur in the event that the financial condition of our third-party suppliers for key components was to erode. Additionally, our reliance on third-party suppliers of key material components exposes us to potential product quality issues that could affect the reliability and performance of our products and solutions. Any lessened ability to ship our products and solutions in desired quantities and in a timely manner due to a delay or curtailment of the supply of material components, or product quality issues arising from faulty components manufactured by third-party suppliers, could adversely affect the market for our products or solutions and lead to a reduction in our net sales. In instances where we rely on offshore suppliers, including for product assembly and manufacture, the flow of product may be disrupted by the risks associated with transportation and other natural or human factors.

Short product life cycles resulting from rapid changes in technology and consumer preferences and declining product prices characterize the PC industry. Our in-house engineering personnel work closely with PC component suppliers and other technology developers to evaluate the latest developments in PC-related technology. We may not have access to or the right to use new technology or be unable to

incorporate such new technology in our products or features in a timely manner. The increasing reliance on the Internet is creating new dynamics in the computer industry, causing an emphasis on speed and connectivity rather than stand-alone computing power. As a new generation of Internet devices and gaming devices is introduced, sales of traditional desktop and other personal computers may increasingly be impacted and our products will compete with consumer electronics companies, telecommunications companies and other major consumer competitors.

We may not have access to existing or new third-party technology for use in our products. If we or our suppliers are unable to obtain licenses necessary to use protected technology in our products on commercially reasonable terms, we may be forced to market products without certain desirable technological features. We could also incur substantial costs redesigning our products around other parties, protected technology or to defend patent or copyright infringement lawsuits against us.

We have developed our e-commerce business in part through investment in existing companies and the creation of an e-commerce site that offers our branded products as well as complementary products from other manufacturers. E-commerce is a relatively new and emerging distribution channel whose success depends on a variety of factors, including its continued acceptance by consumers. Our success using e-commerce depends on such factors as the satisfactory performance, reliability and availability of our web site; the reliability and efficiency of our computer and communications hardware systems; our ability to compete with a growing number of rival e-commerce sites; our ability to evolve, update and improve our services and offerings in response to changing demands; and consumer demand for our products. Expansion in this area has involved investment in start-up activities and initial operating losses in our e-commerce business.

We hold and may consider additional minority investments in companies having operations or technology in areas within or adjacent to our strategic focus. Many of these investments are in early stage companies, investment funds or Internet or e-commerce companies where operations are not yet profitable. Certain of these investments are in publicly traded companies with highly volatile share prices. Adverse changes in market conditions and poor operating results of certain of these underlying investments, have resulted and may in the future result in us incurring losses or an inability to recover the cost of our investment.

WE MAY FACE ADDITIONAL RISKS ASSOCIATED WITH STRATEGIC ALLIANCES, JOINT VENTURES AND ACQUISITIONS

We have entered into certain strategic alliances and acquired certain businesses that we believe are complementary to our operations. We anticipate making possible acquisitions and entering into possible strategic alliances and joint ventures in the future. While we believe we will effectively integrate such businesses, strategic alliances and joint ventures with our own, we may be unable to successfully do so without losing key employees or business relationships. In addition, in the case of acquisitions, we may be unable to smoothly integrate the acquired companies' marketing, production, development, distribution and management systems resulting in an inability to realize hoped for cost savings or sales growth. Our operating results could be adversely affected by any problems arising during or from such process or the inability to effectively integrate any current or future acquisitions, strategic alliances or joint ventures.

By distributing directly to our customers, we have avoided the need to maintain high levels of finished goods inventory. This has minimized costs and allows us to respond more quickly to changing customer demands, reducing our exposure to the risk of product obsolescence. A decrease in market demand or an increase in supply, among other factors, could result in higher inventory levels which could negatively affect our results of operations.

OUR PROFITABILITY MAY SUFFER DUE TO OUR PRODUCT SALES, CUSTOMER OR GEOGRAPHIC SALES MIX

Our profit on particular product sales differ depending on the product sold, the customer segment and the geographic market involved. As a result, our profitability in any fiscal period will depend, in part, on the corresponding mix of products, customers and geographic markets.

The description of our common stock is included in our Registration Statement on Form 8-A which was filed with the SEC on May 15, 1997. We filed a description of our preferred share purchase rights in a Form 8-A filed with the SEC on February 4, 2000. We have incorporated our Registration Statements on Form 8-A by reference into this Prospectus. As of March 31, 2002, we had 324,006,270 shares of common stock issued and outstanding.

We will not receive any proceeds from the sale of the shares being offered by the selling stockholder; nor will such proceeds be available for our use or benefit.

We currently believe the best uses of retained earnings are to fund internal growth and for general corporate purposes. As a result, we have not declared cash dividends on our common stock since it was first registered and do not anticipate paying cash dividends in the foreseeable future.

We are obligated to pay dividends on our Series A Convertible Preferred Stock ("Series A Preferred Stock") at an annual rate of 2.92%, payable quarterly, and on our Series C Redeemable Convertible Preferred Stock ("Series C Preferred Stock") at an annual rate of 1.5%, payable semi-annually. We are precluded from declaring or paying Common Stock dividends unless all dividends due through such date have been paid in full on the Series A Preferred Stock and the Series C Preferred Stock.

The following table sets forth the name of the selling stockholder, the number of shares of common stock owned beneficially by the selling stockholder as of March 31, 2002 and the maximum number of shares that may be sold pursuant to this prospectus. This prospectus covers shares of common stock that may be issued by us to the selling stockholder upon conversion of 50,000 shares of our Series C Preferred Stock issued by us to the selling stockholder pursuant to a December 2001 amendment to a strategic relationship agreement we entered into in October 1999.

		SHARES BENEFICIALLY OWNED PRIOR TO OFFERING		SHARES BEING OFFERED		SHARES BENEFICIALLY OWNED AFTER OFFERING(2)
NAME
	NUMBER(1)		PERCENT(1)		NUMBER		NUMBER		PERCENT(2)
America Online, Inc. (AOL)(3)		8,663,974		2.6	%	5,938,948		2,725,026		0.8	%

According to the terms of the Series C Preferred Stock issued by us to the selling stockholder, we agreed to register shares of common stock the selling stockholder would receive upon exercise of contingent conversion rights. Our registration of the shares of common stock does not necessarily mean that the selling stockholder will exercise its conversion rights or sell all or any of the shares.

We will pay substantially all expenses incurred in the registration of the common stock for sale to the public, other than commissions, concessions and discounts of underwriters, dealers or agents and certain other expenses, including expenses of the selling stockholder. These expenses (excluding such commissions and discounts) are estimated to be $100,000. For its shares, the selling stockholder will receive the purchase price of the shares sold less any agent's commissions and underwriters' discounts and other related expenses.

The selling stockholder, directly or through agents, brokers, dealers or underwriters, may sell the shares of common stock described in this prospectus to one or more other purchasers in public

transactions, privately negotiated transactions, or any combination thereof in each case. Such shares may be sold from time to time in one or more transactions at a fixed price or prices which may be changed, at market prices prevailing at the time of sale, at prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (a) on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale, (b) in the over-the-counter market, (c) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (d) through the writing of options or other derivatives. The selling stockholder may also sell their shares through various arrangements involving the issuance and sale of convertible or exchangeable securities, and this prospectus, as appropriately supplemented, covers such sales.

In connection with sales of the shares of otherwise, the selling stockholder may enter into hedging transactions with brokers-dealers or others, which may in turn engage in short sales or other hedging of the shares in the course of hedging the positions they assume. This prospectus, as appropriately supplemented, covers any short sales those persons may make. The selling stockholder may also sell the shares short and deliver this prospectus in connection with the establishment or close out of such short positions. The selling stockholder may loan or pledge the shares to brokers, dealers or others that in turn may sell such securities and this prospectus, as appropriately supplemented, covers any sales such persons may make. The selling stockholder may pledge or grant security interest in some or all of the shares owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares from time to time pursuant to this prospectus. The selling stockholder also may transfer and donate shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling shareholder for purposes of this prospectus.

If so indicated in a required applicable prospectus supplement, the selling stockholder will authorize underwriters, dealers or agents to solicit offers by institutional investors to purchase the securities from the selling stockholder at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Institutional investors to which such offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions, and such other institutions as may be approved by the selling stockholder, if applicable. The obligations of any such purchasers pursuant to such delayed delivery and payment arrangements will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplement will set forth the commission payable for solicitation of such contracts. The selling stockholder may also sell the shares to or through brokers or dealers. These brokers or dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholder. We will not receive any proceeds from the sale of the shares by the selling stockholder.

The selling stockholder and any persons who participate in the distribution of the shares may be deemed to be underwriters within the meaning of the Securities Act. Any discounts, commissions or concessions received by these underwriters and any provided for the sale of the shares by them may be considered underwriting discounts and commissions under the Securities Act. The selling stockholder will be subject to the applicable provisions of the Exchange Act and the rules and regulations of the Exchange Act, which provisions may limit the timing of purchases and sales of any of the common stock by the selling stockholder.

At any time a particular offer of the shares is made, a prospectus and a prospectus supplement, if required, will be prepared and filed with the Securities and Exchange Commission which will set forth the aggregate amount of shares being offered and the terms of the offering, including the name or names of any underwriters or other participants in the distribution, any discounts, commissions and other items constituting compensation from the selling stockholder and any discounts, commissions or

concessions allowed or reallowed or paid to dealers or other participants and any material relationships between any such persons and us or the selling stockholder. In addition, the securities covered by this prospectus may be sold in private transactions or under Rule 144 rather than under this prospectus.

We have agreed to indemnify the selling stockholder to the extent permitted by law for claims, losses, damages and liabilities under the Securities Act arising, under certain circumstances, out of any registration of the common stock. Certain agents and underwriters may be entitled under agreements entered into with the selling stockholder to similar indemnification by us and the selling stockholder, against certain claims, losses, damages and liabilities under the Securities Act of 1933, or to contribution with respect to payments which such agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us or the selling stockholder in the ordinary course of business.

Javade Chaudhri will issue an opinion about the legality of the securities offered under this prospectus. Mr. Chaudhri is our Senior Vice President, General Counsel and Secretary. In addition to being an officer of Gateway, Mr. Chaudhri currently holds 1,086 shares of common stock and vested options to purchase 221,250 shares of common stock. Any underwriters will be advised about other issues relating to any offering by their own legal counsel.

Our financial statements incorporated in this Prospectus by reference from our Annual Report on Form 10-K for the year ended December 31, 2001 have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing.

The following sets forth the expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. All such expenses shall be borne by us. All amounts set forth below are estimates, other than the SEC registration fee.

Securities and Exchange Commission registration fee		$	24,261
NYSE listing fee		$	51,300
Accounting fees and expenses		$	10,000
Legal fees and expenses (including blue sky expense)		$	10,000
Miscellaneous		$	4,439

	Total	$	100,000

We are a Delaware corporation. Section 145 of the Delaware General Corporation Law, as amended (the GCL), 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.

Pursuant to Section 102(b)(7) of the GCL, a corporation may 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 our Restated Certificate of Incorporation and bylaws, we will, to the full extent 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 our director, officer or employee or agent or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our Restated Certificate of Incorporation and Bylaws state that the indemnification provided therein is not exclusive.

We have in force an insurance policy under which our 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.

Exhibit No.		Description
5		Legal Opinion of Javade Chaudhri
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of Javade Chaudhri (contained in opinion filed as Exhibit 5)
24		Powers of Attorney*

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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.

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Poway, State of California, on April 5, 2002.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

DELAWARE	42-1249184
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

		GATEWAY, INC.
		By:		/s/ JOSEPH BURKE
		Name:		Joseph Burke
		Title:		Senior Vice President & Chief Financial Officer


Date: April 5, 2002		/s/ THEODORE W. WAITT* Theodore W. Waitt Chairman, Chief Executive Officer and Director (Chief Executive Officer)
Date: April 5, 2002		/s/ JOSEPH BURKE Joseph Burke Senior Vice President, Chief Financial Officer (Principal Financial Officer)
Date: April 5, 2002		/s/ JEFFREY A. PACE Jeffrey A. Pace Vice President & Controller (Principal Accounting Officer)
Date: April 5, 2002		/s/ CHARLES G. CAREY* Charles G. Carey Director
Date: April 5, 2002		/s/ GEORGE M. KRAUSS* George M. Krauss Director
Date: April 5, 2002		/s/ DOUGLAS L. LACEY* Douglas L. Lacey Director

Date: April 5, 2002		/s/ JAMES F. MCCANN* James F. McCann Director
Date: April 5, 2002		/s/ RICHARD D. SNYDER* Richard D. Snyder Director