FORM 10-Q
                                
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended                 April 1, 1995
                              ------------------------------------------
                                    OR
                                
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                    to
                              --------------------  --------------------

Commission file number                           0-17932
                      --------------------------------------------------
                                
                                
                                
                                
                            Micron Electronics, Inc.
                     ------------------------------------
                     (Exact name as specified in charter)
                                
                                
                                
                                
                                
               Minnesota                                41-1404301
     -------------------------------              ----------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)


     900 E. Karcher Road, Nampa, Idaho                             83687
     -------------------------------------------------------------------
     (Address of principal executive offices)                   Zip Code

     Registrant's telephone number, including area code   (208) 465-3434
                                                       -----------------  

     Indicate by check mark whether the registrant (1) has filed all reports 
required to the filed by Section 13 or 15(d) of  the Securities  Exchange Act
of 1934 during the preceding  12  months (or  for such shorter period that the
registrant was required to file  such  reports), and (2) has been subject to 
such  filing requirements for the past 90 days.

Yes  X   No
    ---     ---

     The number of outstanding shares of the registrant's Common Stock as 
of April 28, 1995 was 91,401,711.

<PAGE>

                           ZEOS INTERNATIONAL, LTD.

                         Consolidated Balance Sheets
                       (Tabular dollars in thousands)
                                                     

<TABLE>
<CAPTION>                                                        
                                          April 1,    December 31, 
                                            1995          1994
- ------------------------------------------------------------------
                                        (unaudited)
<S>                                      <C>            <C>
ASSETS                                                          
                                                                
Cash                                     $ 21,808       $ 25,314
Receivables                                22,237         23,954
Inventories                                25,492         24,649
Other current assets                          856            949
                                         --------       --------
     Total current assets                  70,393         74,866
                                                                
Property and equipment, net                 1,864          2,132
Other assets                                  754            575
                                         --------       --------  
     Total assets                        $ 73,011       $ 77,573
                                         ========       ========
                                                                
                                                                
LIABILITIES AND SHAREHOLDERS' EQUITY                            
                                                                
Accounts payable and accrued expenses    $ 41,646       $ 48,197
Accrued licenses and royalties              5,144          5,889
                                         --------       --------
     Total current liabilities             46,790         54,086
                                         --------       --------
                                                                
Commitments and contingencies                                   
                                                                
Shareholders' equity - 15,000,000 shares 
  authorized:
Preferred stock, $3.00 cumulative 
  convertible preferred,
     $.01 par value per share, 100,000                          
     shares issued, redemption amount 
     $5,461,000, liquidation preference
     amount $5,211,000                      4,831          4,756
Common stock, $.01 par value per share,                         
  issued and outstanding
     8,810,173 and 8,803,571 shares,                            
     respectively                              88             88
Additional paid-in capital                 49,116         49,086
Accumulated deficit                       (27,814)       (30,443)
                                         --------       --------
     Total shareholders' equity            26,221         23,487
                                         --------       --------  
     Total liabilities and 
     shareholders' equity                $ 73,011       $ 77,573
                                         ========       ========
</TABLE>
    
                                                                











The accompanying notes are an integral part of the financial statements.

                                  1

<PAGE>





                            ZEOS INTERNATIONAL, LTD.

                      Consolidated Statements of Operations
               (Amounts in thousands, except for per share amounts)
                                  (Unaudited)
                                                    

<TABLE>
<CAPTION>                                   
                                          April 1,       April 2,
For the quarter ended                       1995           1994
- ------------------------------------------------------------------
<S>                                      <C>            <C>
Net sales                                $ 82,838       $ 49,208
Cost of goods sold                         72,259         50,081
                                         --------       --------  
                                                                
Gross margin                               10,579           (873)
                                                                
Selling, general and administrative         8,325          7,421
Research and development                      365            336
Royalty income                               (499)          (222)
                                         --------       --------
                                                                
Operating income (loss)                     2,388         (8,408)
                                                                
Other income (expense)                        316           (156)
                                         --------       --------     
Income (loss) before income taxes           2,704         (8,564)
                                                                
Income tax provision                            -              -
                                         --------       --------
Net income (loss)                           2,704         (8,564)
                                                                
Preferred stock dividend                       75              -
                                         --------       --------
Net income (loss) applicable to common   
  shareholders                           $  2,629       $ (8,564)
                                         ========       ========
Earnings (loss) per share:                                      
     Primary                             $   0.27       $  (0.98)
     Fully diluted                           0.25          (0.98)
Number of shares used in per share                              
calculations:
     Primary                                9,845          8,704
     Fully diluted                         10,845          8,704
        
</TABLE>
                                                        
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                





The accompanying notes are an integral part of the financial statements.

                                  2

<PAGE>





                           ZEOS INTERNATIONAL, LTD.

                     Consolidated Statements of Cash Flows
                            (Dollars in thousands)
                                 (Unaudited)
                                                     

<TABLE>
<CAPTION>                                                          
                                          April 1,       April 2,
For the quarter ended                       1995           1994
- -----------------------------------------------------------------
<S>                                      <C>            <C>
Cash flows from operating activities                            
Net income (loss)                        $  2,704       $ (8,564)
Adjustments to reconcile net income                             
(loss) to net cash provided
     by operating activities                                   
       Depreciation                           410            453
       Decrease (increase) in receivables   1,717         (1,552)
       Decrease (increase) in inventories    (843)         7,215
       Decrease in other assets               242            426
       Increase (decrease) in accounts         
         payable and accrued expenses      (6,551)         2,781
       Decrease in accrued licenses and      
         royalties                           (745)          (390)
           Other                                7            145
                                         --------       --------              
     Net cash provided by (used for)                          
       operating activities                (3,059)           514
                                         --------       --------
Cash flows from investing activities                            
Expenditures for property and equipment      (142)          (119)
Sales of property and equipment                 -             19
                                         --------       --------
     Net cash used for investing                           
       activities                            (142)          (100)
                                         --------       --------
Cash flows from financing activities                            
Proceeds from issuances of common stock        30              -
Costs of merger                              (335)             -
                                         --------       --------
     Net cash used for financing                                
       activities                            (305)             -
                                         --------       --------
Net increase (decrease) in cash and      
  equivalents                              (3,506)           414
Cash and equivalents at beginning of       
  period                                   25,314          9,204
                                         --------       --------
     Cash and equivalents at end of      
       period                            $ 21,808       $  9,618
                                         ========       ========
                                                                
                                                           
</TABLE>
     
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                




The accompanying notes are an integral part of the financial statements.

                                  3


<PAGE>


                 Notes to Consolidated Financial Statements
              (Tabular dollar amounts are stated in thousands)
                                 
                                 
1.   Unaudited Interim Financial Statements
                                 
     On  April 7, 1995, Micron Computer, Inc., an Idaho corporation
("MCI"),  and Micron Custom Manufacturing Services, Inc., an  Idaho
corporation ("MCMS"), both subsidiaries of Micron Technology,  Inc.
("MTI")  merged  with  and  into  ZEOS  International,  Ltd.   (the
"Merger")  and the resulting company's name was changed  to  Micron
Electronics,  Inc.  (the  "Company").  The  accompanying  unaudited
consolidated  financial statements reflect the  financial  position
and  results of operations of ZEOS International, Ltd. prior to the
Merger  ("ZEOS")  and  do  not reflect the financial  position  and
results  of  operations of MCI and MCMS operations.  Following  the
Merger,  the  Company's fiscal year was  changed  to  end  on  the
Thursday  closest to August 31 of each year, which  corresponds  to
the fiscal years of MCI and MCMS prior to the Merger.  Accordingly,
the  Company will next report results following the fiscal  quarter
ended  June  1, 1995, for the preceding three-month and  nine-month
periods  for the operations of MCI and MCMS, and the operations  of
ZEOS for the period from the Merger date through June 1, 1995.

     In  the  opinion  of  management, the  accompanying  unaudited
consolidated   financial   statements  contain   all   adjustments,
consisting  solely  of normal recurring adjustments,  necessary  to
present   fairly  the  consolidated  financial  position  of   ZEOS
International, Ltd. and subsidiaries and their consolidated results
of  operations and cash flows.  Certain reclassifications, none  of
which affected results of operations, have been made to present the
financial statements on a consistent basis.

     The  accompanying  unaudited consolidated financial statements
and  notes  should  be read in conjunction with  audited  financial
statements  and  notes thereto included in ZEOS' Annual  Report  on
Form 10-K for the year ended December 31, 1994.


<TABLE>                                 
2.   Receivables                          April 1,    December 31,
                                            1995           1994
- -------------------------------------------------------------------
<S>                                      <C>            <C>
     Trade receivables                   $ 23,806       $ 25,491
     Allowance for doubtful accounts       (1,569)        (1,537)
                                         --------       --------
                                         $ 22,237       $ 23,954
                                         ========       ========
  
                                                                   
3.   Inventories                          April 1,    December 31,
                                            1995          1994
- -------------------------------------------------------------------
     Finished goods                      $  7,862       $  7,371
     Work in progress                         843          1,412
     Raw materials                         16,787         15,866
                                         --------       --------  
                                         $ 25,492       $ 24,649
                                         ========       ========  
                                                                   
                                                                   
                                                                   
 4.  Property and equipment, net          April 1,    December 31,
                                            1995           1994
- -------------------------------------------------------------------
     Machinery and equipment             $  6,926       $  6,786
     Furniture and fixtures                   435            435
     Leasehold improvements                 3,014          3,051
                                         --------       --------
                                           10,376         10,272
     Less accumulated depreciation         (8,512)        (8,140)
                                         --------       --------
                                         $  1,864       $  2,132
                                         ========       ========

                                  4


<PAGE>                                                                   


 5.  Accounts payable and accrued                     
     expenses                             April 1,    December 31,
                                            1995         1994
- -------------------------------------------------------------------
     Accounts payable                    $ 34,726       $ 43,213
     Customer advances                      2,087          1,392
     Accrued warranty and sales             
       allowances                           1,685          1,627
     Salaries, wages and benefits           2,057          1,183
     Deferred income                          531            348
     Other                                    560            434
                                         --------       --------     
                                         $ 41,646       $ 48,197
                                         ========       ========   
                                                                   
</TABLE>


6.   Preferred Stock

     On  July  20,  1994  Sanyo  Electric Co., Ltd.  and  Marubeni
Corporation   invested  an  aggregate  of   $5,000,000   in   ZEOS
International, Ltd. through the purchase of 100,000 shares of  the
ZEOS'  $3.00 Cumulative Convertible Preferred Stock at a price  of
$50.00 per share.

     The  Preferred Stock paid an annual dividend of $3.00  per
share, except that payment of the dividends due in any year  could
be  deferred  to the extent that they exceeded the net  income  of
ZEOS, but in no case could the accrued but unpaid dividends exceed
$600,000.  Each share of Preferred Stock was initially convertible
into  10  shares  of  common stock of ZEOS at the  option  of  the
holders,  or  at  the option of ZEOS under certain,  predetermined
circumstances.

     The Preferred Stock was redeemed by ZEOS on April 7, 1995, for
$5,466,667, which included an accrued preferred stock dividend  of
$216,667 and a  redemption premium of $250,000.


7.   Earnings (loss) per share

     Earnings  (loss) per share is computed using  the  weighted
average   number   of   common  and  common   equivalent    shares
outstanding.   Common equivalent shares result  from  the  assumed
exercise of outstanding options and affect earnings per share when
they have a dilutive effect.


8.   Commitments and Contingencies

     In connection with its principal business activities, ZEOS has
been  made  aware  of others in the industry who assert  exclusive
rights  to certain technologies, including some which have granted
related licenses to ZEOS and others which have notified ZEOS  that
their technologies may also require licenses.  ZEOS evaluates  all
assertions  on  a  case-by-case basis, enters into  licenses  that
appear  necessary  or  desirable,  and  makes  accruals  for   the
estimated impact of potential royalty payments.


9.   The Merger

     On October 30, 1994, ZEOS executed a merger agreement with MCI
and  MCMS pursuant to which MCI and MCMS were merged with and into
ZEOS  and ZEOS issued approximately 82.5 million shares of  common
stock  in exchange for all the outstanding shares of MCI and MCMS.
The  Merger was approved by the shareholders of ZEOS, MCI and MCMS
during  special  meetings of the shareholders of each  company  on
April  6, 1995, and became effective on April 7, 1995. The  Merger
resulted  in  a  change of control of approximately  89%  of  ZEOS
common stock wherein MTI received an ownership interest in ZEOS of
approximately  79%  and the other shareholders  of  MCI  and  MCMS
received  an ownership interest in ZEOS of approximately 10%.  For
accounting  purposes, the Merger is treated as an  acquisition  of
ZEOS by MTI and the other shareholders of MCI and MCMS.

     ZEOS deferred approximately $685,000 in costs associated with
the Merger through April 1, 1995.

                                  5


<PAGE>

     ZEOS retained Goldsmith, Agio, Helms Securities, Inc. ("GAHS") 
to act as its exclusive financial advisor.  Upon consummation of the
Merger,  under the terms of an engagement agreement  between  ZEOS
and  GAHS,   ZEOS paid $480,000 and issued 40,000 shares of  ZEOS'
common  stock to GAHS for services rendered.  No effect of amounts
due  to GAHS under the engagement agreement have been included  in
the accompanying financial statements.













                                  6


<PAGE>

I
tem 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations

     For the quarter ended April 1, 1995, ZEOS International, Ltd.
recorded  net  sales of $82.8 million, compared to  net  sales  of
$49.2  million  for  the  quarter  ended  April  2,  1994.    ZEOS
International, Ltd. recorded net income of $2.7 million, or  $0.25
per  fully diluted share, for the first quarter of 1995,  compared
to a net loss of $8.6 million, or ($0.98) per fully diluted share,
for  the first quarter of 1994. On April 7, 1995, Micron Computer,
Inc.  ("MCI")  and  Micron  Custom  Manufacturing  Services,  Inc.
("MCMS")  merged with and into ZEOS International,  Ltd.  and  the
Company's  name  was  changed from "ZEOS International,  Ltd."  to
"Micron Electronics, Inc."  The first quarter results reflect  the
ZEOS  operations prior to the Merger ("ZEOS") and do  not  reflect
the results of the MCI and MCMS operations and are not necessarily
indicative of the combined results of Micron Electronics, Inc.


Results of Operations

<TABLE>
<CAPTION>
                                               First Quarter
                                    ------------------------------
                                      1995       Change     1994
                                    ------------------------------
<S>                                 <C>          <C>      <C>
Net Sales                           $ 82,838     68.3%    $ 49,208
</TABLE>


     Net sales increased approximately $33.6 million comparing the
first quarter of 1994 to the same period in 1995, primarily  as  a
result  of  an increase in the number of desktop PC systems  sold,
and  to  a  lesser extent, an increase in overall  average  system
selling  prices.   Unit sales of systems products  for  the  first
quarter of 1995 increased approximately 66% in comparison  to  the
first  quarter  of  1994 as a result of an 82%  increase  in  unit
sales of desktop PC systems, offset in part by an approximate  46%
decrease  in  unit sales of notebook PC systems.  The increase  in
overall  average selling prices resulted principally from a  shift
within the desktop PC product lines from 486 microprocessor  based
systems  to relatively higher priced Pentium microprocessor  based
systems,  and  to  a lesser extent, from a shift in  the  notebook
product line from an older, lower priced subnotebook line  to  the
new line of Meridian notebook PC systems.

     During the first quarter of 1995, direct sales of desktop and
notebook   products   comprised   approximately   88%   and    4%,
respectively,  of  total  net sales,  compared  to  70%  and  10%,
respectively,  for  the  same period in  1994.   PC  system  sales
through  retail stores combined with non-system revenue  comprised
approximately 8% and 20% in the first quarters of 1995  and  1994,
respectively.   Non-system  revenue  includes  sales   of   parts,
accessories and component inventory.

     The  Company  continues to evaluate a range  of  PC  product
strategies to take advantage of both the ZEOS and Micron  Computer
brand  names.  There is substantial overlap and competition  among
product  offerings  of  the  Company's ZEOS  and  Micron  Computer
product   lines.   Until  the  Company's  various   product   line
strategies  are  fully  defined, including  the   coordination  of
marketing strategies, the coordination of and sharing of  research
and  development  efforts and the broadening  of  overall  product
lines, the Company may face confusion in the marketplace regarding
its  personal  computer products.  Confusion  in  the  marketplace
regarding  the  Company's  PC product  lines  could  result  in  a
substantial  decrease in the Company's unit sales as  compared  to
combined unit sales of the separate companies prior to the Merger,
which  would  have  a  material adverse effect  on  the  Company's
results of operations.

     Fluctuations in the Company's net sales from quarter to quarter
can  be  expected and may be attributable to a number of  factors,
including   without   limitation  the  timing   of   new   product
introductions,  seasonal cycles commonly  seen  in  the   computer
industry,  the  impact  of product reviews  and  industry  awards,
changes  in product mix and product pricing, fluctuating component
costs  and  industry  competition.  As  a  result,  the  operating
results  for any particular period are not necessarily  indicative
of the results of any future period.

<TABLE>
<CAPTION>
                                              First Quarter
                                    ------------------------------
                                      1995       Change     1994
                                    ------------------------------
<S>                                 <C>          <C>      <C>
Cost of goods sold                  $ 72,259     44.3%    $ 50,081
Gross margin %                         12.8%                 (1.8%)

</TABLE>


     Cost of goods sold primarily consists of component costs, direct
labor,  allocated manufacturing overhead, licenses  and  royalties
paid  to  third parties. Component costs constitute a  substantial
majority of cost of goods sold.

                                  7


<PAGE>

     Gross margin percentage was significantly higher for the first
quarter  of  1995 as compared to the same period of 1994.  In  the
first  quarter of 1994, ZEOS' gross margin was adversely  affected
by  an  adjustment  of $5.7 million relating to the  reduction  of
certain  inventories to their net realizable  values.  During  the
first  quarter of 1995, ZEOS' gross margin was favorably  affected
by the purchase of approximately $7.7 million of memory components
for  its  PC systems from MTI and MCI at favorable prices relative
to  ZEOS' other sources of supply. The related savings in cost  of
goods  sold  in the first quarter of 1995 were approximately  $1.1
million.   There  can be no assurance that memory components  will
continue  to  be available from MTI or other sources at  favorable
prices.   The Company expects to experience significant continuing
pressure  on  gross margin percentage due to extensive competition
in  the PC industry and consumer expectations for more powerful PC
systems at lower prices.

<TABLE>
<CAPTION>
                                            First Quarter
                                    ------------------------------
                                      1995       Change     1994
                                    ------------------------------
<S>                                 <C>          <C>      <C>
Selling, general and                
  administrative                    $  8,325     12.2%    $  7,421
as a % of net sales                    10.1%                 15.1%
                                                              
</TABLE>


     The increased selling, general and administrative expenses for
the first quarter of 1995 compared to the corresponding period  in
1994  was  primarily  the  result  of  increases  in  credit  card
processing  fees, salesperson compensation and telephone  expense,
all  attributable to the increase in net sales.  The  decrease  in
selling,  general and administrative expenses as a  percentage  of
net sales was a result of the increase in net sales.

<TABLE>
<CAPTION>
                                            First Quarter
                                    ------------------------------
                                      1995       Change     1994
                                    ------------------------------
<S>                                 <C>          <C>      <C>
Royalty income                      $    499     124.8%   $    222
as a % of net sales                     0.6%                  0.5%
                                                              
</TABLE>


     The  increase in royalty income in the first quarter of 1995
compared to the same period in 1994 was due to an increase in fees
resulting  from the licensing of proprietary technology.  Although
the  Company  intends to continue the development  of  proprietary
technology,  there  can  be no assurance that  royalty  income  in
future  periods  will  continue due to the relatively  short  life
cycles  of  products using the licensed technology and uncertainty
as   to  whether  additional  licensees  will  be  identified  and
negotiated  or  whether  royalty income  under  existing   license
agreements will continue at current levels.


Income taxes

     ZEOS recorded no income tax benefit or provision during either
the  first  quarter  of 1995 or the first  quarter  of  1994.   No
provision  was  recorded  in the first  quarter  of  1995  because
taxable  income was offset by the anticipated utilization  of  net
operating loss carryforwards.  No benefit was recorded during  the
first   quarter  of  1994  due  to  ZEOS'  uncertainty   regarding
utilization of net operating loss carryforwards in future periods.


Liquidity and Capital Resources

     Since  its  inception, ZEOS has satisfied its liquidity  and
capital resource requirements through a combination of equity  and
convertible  debt  financing, operating profits,  short-term  bank
borrowings,  extended  credit terms  with  suppliers  and  advance
deposits  from customers. As of April 1, 1995, ZEOS  had  cash  of
$21.8 million, representing a decrease of $3.5 million compared to
December  31, 1994.  This decrease was due primarily to cash  used
in  operating  activities.  Cash flows from  investing  activities
were not material in the first quarter of 1995.

     As of  April 1, 1995, ZEOS had no outstanding bank borrowings or
long-term debt.  ZEOS' principal sources of liquidity at April  1,
1995 consisted of cash, supplier credit lines and a revolving line
of  credit  agreement  with a commercial  finance  company,  which
provided  for cash advances and letters of credit up to a  maximum
of  $12.5  million at any one time.  The line of credit  agreement
was terminated in April 1995 following the Merger.

     ZEOS  is required to make guaranteed royalty payments  under
certain  agreements  and frequently enters into  minimum  purchase
commitments  with certain of its suppliers. To date,  the  Company
has satisfied all such commitments.

                                  8


<PAGE>

     ZEOS'  policies regarding extending credit to customers  and
establishing   payment  terms  for  customers  are   designed   to
facilitate  customers' purchases of ZEOS' products while  limiting
ZEOS' risk and conserving its capital resources.  ZEOS extends 30-
day  terms to qualifying businesses and accepts most major  credit
cards,  as well as cash on delivery.  In addition, ZEOS  offers  a
private  label  credit  program managed by  a  financial  services
company which assumes the related credit risk.   ZEOS also  offers
qualified  business customers a company-sponsored lease  financing
program  through  a national financing organization.   Under  this
program,  ZEOS assumes the related credit risk until the  customer
acknowledges receipt and acceptance of ZEOS' product.

     The Company expects that its working capital requirements will
continue  to  increase  through  1995  and  beyond.   The  Company
believes that currently available cash and cash equivalents, funds
generated  from  operations and further expansion  of  terms  with
trade  creditors will be sufficient to fund its operations through
the  end  of  1995.   However, maintaining an  adequate  level  of
working capital through the end of 1995 and thereafter will depend
in   part  on  the  success  of  the  Company's  products  in  the
marketplace,   the  relative  profitability  of  those   products,
continued availability of RAM components at favorable pricing  and
the Company's ability to control operating expenses.  While it  is
anticipated  that  the  Company  will  enter  into  a  replacement
revolving  credit  facility to provide  for  the  working  capital
requirements of the  Company, there can be no assurance  that  the
Company will be able to do so on acceptable terms. The Company may
seek or require additional financing to pay for costs and expenses
related  to  the  Merger  and  to  finance  growth  opportunities,
including any expansion that the Company may undertake internally,
through   strategic  acquisitions  or  partnerships   or   through
expansion  to alternative manufacturing sites.  There  can  be  no
assurance  that  any  such financing will be  available  on  terms
acceptable to the Company, if at all.


Certain Factors

     Periodically, the Company is made aware that technology used by
the  Company may infringe on product or process technology  rights
held  by  others.   The  Company accrues a liability  and  charges
operations  for the estimated costs of settlement or  adjudication
of  asserted and unasserted claims for infringement. Resolution of
whether  the  Company's products or processes  infringe  on  valid
rights  held by others may have a material adverse effect  on  the
Company's  future financial position or results of operations  and
may require material changes in production processes and products.
The  Company has various product and process technology agreements
expiring  in the remainder of calendar 1995.  The Company  is  not
able to predict whether these license agreements can be renewed on
terms acceptable to the Company.

     Several states have enacted legislation which would require out-
of-state direct marketers to collect and remit sales and use taxes
or  pay  income taxes based on certain limited contacts  with  the
state.   Taxation  authorities in certain  states  have  solicited
information  from  time  to  time from the  Company  to  determine
whether  the Company has sufficient contacts with such  states  as
would  require payment of income taxes or collection of sales  and
use taxes from direct marketing customers in those states.  In the
event that the Company is required to pay income or other taxes or
collect  and remit sales and use taxes in states where the Company
is  not  currently  paying or collecting such  taxes,  the  future
operating results and financial condition of the Company could  be
materially and adversely affected.

                                  9


<PAGE>



 
                  Part II.  OTHER INFORMATION
                                


Item 2.  Changes in Securities

     Effective upon the closing of the Merger, the Company's Articles
of  Incorporation were amended in order to change the name of  the
Company  to "Micron Electronics, Inc." and to increase the  number
of  authorized shares of capital stock from a total of  15,000,000
shares  to  a total of 150,000,000 shares.  In addition, effective
immediately  prior to the closing of the Merger,  all  outstanding
shares  of  ZEOS'  $3.00 Convertible Cumulative  Preferred  Stock,
Series A were redeemed by ZEOS.

                                                       

Item 6.  Exhibits and reports on Form 8-K              
                                                       
     (a)  The following are filed as a part of this report: 

     Exhibit                                                
     Number    Description of Exhibit                              
     -------   ----------------------
                                                  
     2.1       Agreement  of Merger dated as of  October  30,
               1994   as   amended  by  the  First  amendment
               thereto dated as of December 13, 1994  by  and
               among  ZEOS,  MCI  and MCMS  (Incorporated  by
               reference    to   Exhibit   2.1    to    ZEOS'
               Registration Statement on Form S-4) (File  No.
               33-90212)  as declared effective on March  13,
               1995 (the "S-4 Registration Statement")
        
     2.2       Articles of Merger by and among ZEOS, MCI  and 
               MCMS (Incorporated by reference to Exhibit  it
               2.2  to ZEOS' Current Report on Form 8-K dated
               April 7, 1995)
        
     3.1       Articles of Incorporation of registrant, as amended
                                                       
    10.32      Voting   Agreement  dated  October  30,   1994 
               between  ZEOS  and  Micron  Technology,   Inc.
               (Incorporated by reference to Exhibit 99.2  to
               the S-4 Registration Statement)
                                                       
    10.33      Component Recovery Revenue Sharing Agreement   
               dated as of July 14, 1994 between MCMS and
               Micron Technology, Inc.
                                                       
    10.34      Amended and Restated Promissory Note dated     
               September 3, 1992 between MCMS and Micron
               Technology, Inc.
                                                       
    11         Computation of per share earnings for the      
               quarter ended April 1, 1995
                                      
    (b)  The registrant did not file any reports on Form 8-K during
the quarter ended April 1, 1995.

                                  10


<PAGE>
  



                               SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


 
                              Micron Electronics, Inc.
                              -------------------------------------
                              (Registrant)




Dated: May 12, 1995           /s/ T. Erik Oaas
                              --------------------------------------
                              T. Erik Oaas, Vice President, Finance, 
                              and Chief Financial Officer (Principal 
                              Financial and Accounting Officer)















                                  11





                         Exhibit 2.2
                                                   
                     ARTICLES OF MERGER
                            AMONG
                  ZEOS INTERNATIONAL, LTD.,
                 MICRON COMPUTER, INC., AND
         MICRON CUSTOM MANUFACTURING SERVICES, INC.


          THE UNDERSIGNED, each being a duly appointed  and
qualified  officer of ZEOS International, Ltd., a  Minnesota
corporation  ("ZEOS"),  Micron  Computer,  Inc.,  an   Idaho
corporation   ("MCI"),   and  Micron  Custom   Manufacturing
Services, Inc., an Idaho corporation ("MCMS"), as  the  case
may be, hereby certify as follows:

     1.   Attached hereto as Exhibit A is the Plan of Merger
(the  "Plan of Merger") for the merger of MCI and MCMS  with
and into ZEOS (the "Merger"), which has been duly adopted by
the board of directors of each of such corporations.

     2.   Such  Plan of Merger has been approved  by  ZEOS
pursuant   to   Chapter  302A  of  the  Minnesota   Business
Corporation Act.

     3.   The  number  of  shares  of  MCI  capital  stock
outstanding  and  entitled to vote on the  Plan  of   Merger
consists  of 987,500 shares of MCI Class A Common Stock  and
474,260 shares of MCI Class B Common Stock.  Each such class
is  entitled to vote on the Plan of Merger separately  as  a
single class and, in addition, the classes vote on the  Plan
of  Merger  together as one class.  The number of shares  of
MCMS  capital stock outstanding and entitled to vote on  the
Plan  of Merger consists of 1,849,281
 shares of MCMS  Common
Stock.

     4.   The number of shares of MCI Class A Common Stock
voted  for and against the Plan of Merger was 987,500 and  0
shares,  respectively.  The number of shares of MCI Class  B
Common  Stock voted for and against the Plan of  Merger  was
443,000 and 50, respectively.  The number of shares of  MCMS
Common  Stock voted for and against the Plan of  Merger  was
1,827,779 and 350, respectively.

     5.   The  Merger shall become effective in  both  the
State  of  Minnesota and the State of Idaho  at  4:00  p.m.,
central daylight time, on April 7, 1995.

     6.   The  undersigned officer of ZEOS, in  accordance
with  Section  30-1-77(b) of the Idaho Business  Corporation
Act,  hereby  certifies and agrees on behalf of  ZEOS  that:
(a) ZEOS may be served with process in the State of Idaho in
a  proceeding for the enforcement of an obligation of MCI or
MCMS  and in a proceeding for the enforcement of the  rights
of a dissenting shareholder of MCI or MCMS against ZEOS; (b)
the  Secretary  of  State  of Idaho  is  hereby  irrevocably
appointed as agent for ZEOS to accept service of process  on
behalf of ZEOS in any proceeding; and (c) ZEOS will promptly
pay  to  dissenting shareholders of MCI and MCMS the amount,
if  any, to which they are entitled under Section 30-1-80 of
the Idaho Business Corporation Act.


<PAGE>

          IN  WITNESS  WHEREOF, the undersigned  have  duly
executed this document for and on behalf of their respective
corporations this 6th day of April, 1995.

ZEOS INTERNATIONAL, LTD.

By /s/ Charles T. Henderson
   -------------------------
   Charles T. Henderson
   Chief Financial Officer



STATE OF MINNESOTA    )
                      ) ss.
COUNTY OF HENNEPIN    )

          On  this  6th  day  of  April,  1995,  before  me
personally appeared Charles T. Henderson to me known  to  be
the  person  described  in, and who executed  the  foregoing
instrument,  and acknowledged that he executed the  same  as
his free act and deed.

(Seal)


                                   /s/ Jay E. Simpson
                                   ------------------
                                   Notary Public


<PAGE>



MICRON COMPUTER, INC.

By /s/ Chase S. Mart
   -----------------
   Chase S. Mart
   President and
   Chief Executive Officer

  
          I, Kristine W. Nitz, hereby certify that I am the
Secretary of Micron Computer, Inc., and that I am authorized
to  execute  these  Articles of Merger on behalf  of  Micron
Computer,  Inc.,  and  hereby  certify  that  the  foregoing
signature is a specimen signature of the President and Chief
Executive Officer of Micron Computer, Inc.

By /s/ Kristine W. Nitz
   --------------------
   Kristine W. Nitz
   Secretary


STATE OF IDAHO    )
                  )           ss.
COUNTY OF ADA     )

          On  this  6th  day  of  April,  1995,  before  me
personally  appeared Chase S. Mart to me  known  to  be  the
person   described  in,  and  who  executed  the   foregoing
instrument,  and acknowledged that he executed the  same  as
his free act and deed.

(Seal)

                              /s/ Andrea Lanning
                              ------------------
                              Notary Public



<PAGE>



MICRON CUSTOM  MANUFACTURING SERVICES, INC.

By /s/ Joseph M. Daltoso
   ---------------------
   Joseph M. Daltoso
   Chairman and President


          I, Dena L. Banducci, hereby certify that I am the
Secretary of Micron Custom Manufacturing Services, Inc., and
that I am authorized to execute these Articles of Merger  on
behalf  of  Micron Custom Manufacturing Services, Inc.,  and
hereby  certify that the foregoing signature is  a  specimen
signature  of  the Chairman and President of  Micron  Custom
Manufacturing Services, Inc.

By /s/ Dena L. Banducci
   --------------------
   Dena L. Banducci
   Secretary


STATE OF IDAHO    )
                  )           ss.
COUNTY OF ADA     )

          On  this  6th  day  of  April,  1995,  before  me
personally appeared Joseph M. Daltoso to me known to be  the
person   described  in,  and  who  executed  the   foregoing
instrument,  and acknowledged that he executed the  same  as
his free act and deed.

(Seal)

                              /s/ Andrea Lanning
                              ------------------
                              Notary Public


<PAGE>


Exhibit A to
Articles of Merger

PLAN OF MERGER

          The  respective  boards  of  directors  of  ZEOS
International,  Ltd.  ("ZEOS"),  a  Minnesota   corporation,
Micron  Computer,  Inc., an Idaho corporation  ("MCI"),  and
Micron   Custom  Manufacturing  Services,  Inc.,  an   Idaho
corporation  ("MCMS"),  have, by resolutions  duly  adopted,
approved  the  following provisions of this Plan  of  Merger
(the  "Plan  of  Merger") required  by  the  Idaho  Business
Corporation  Act (the "Idaho Law") and Chapter 302A  of  the
Minnesota Business Corporation Act (the "Minnesota Law"):

                          ARTICLE I
                              
             TERMS AND CONDITIONS OF THE MERGER
                              
     SECTION 1.1    The Merger.

     (a)   At  the Effective Time (as hereinafter defined),
MCI  and  MCMS shall be merged (the "Merger") with and  into
the  Company  in accordance with the Minnesota Law  and  the
Idaho Law, whereupon the separate existence of MCI and  MCMS
shall   cease,  and  the  Company  shall  be  the  surviving
corporation (the "Surviving Corporation").

     (b)   The  Merger shall become effective in  both  the
State  of  Minnesota and the State of Idaho  at  4:00  p.m.,
central  daylight  time, on April 7,  1995  (the  "Effective
Time").

     (c)   From and after the Effective Time, the Surviving
Corporation shall possess all the rights, privileges, powers
and  franchises  and be subject to all of the  restrictions,
disabilities and duties of the Company, MCI and MCMS, all as
provided under the Minnesota Law and the Idaho Law.

     SECTION 1.2    Conversion of Shares.  At the Effective
Time:

     (a)   each issued and outstanding share of MCMS  Common
  Stock outstanding immediately prior to the Effective  Time
  (other  than shares held as treasury stock of MCMS, shares
  held  directly or indirectly by the Company or  shares  as
  to   which  the  holders  thereof  possess  and  have  not
  effectively  withdrawn or otherwise lost  their  appraisal
  rights  pursuant  to  Idaho  Law  (the  "MCMS  Dissenters'
  Shares"))  shall  be  converted into 20.475586  shares  of
  Company Common Stock;
  
     (b)   each issued and outstanding share of MCI Class  A
  Common   Stock  outstanding  immediately  prior   to   the
  Effective  Time (other than shares held as treasury  stock
  of  MCI, shares held directly or indirectly by the Company
  or  shares  as  to which the holders thereof  possess  and
  have  not  effectively withdrawn or otherwise  lost  their
  appraisal rights pursuant to Idaho Law (the "MCI  Class  A
  Dissenters'  Shares")) shall be converted  into  42.316865
  shares of Company Common Stock;

     (c)   each issued and outstanding share of MCI Class  B
  Common   Stock  outstanding  immediately  prior   to   the
  Effective  Time (other than shares held as treasury  stock
  of  MCI, shares held directly or indirectly by the Company
  or  shares  as  to which the holders thereof  possess  and
  have  not  effectively withdrawn or otherwise  lost  their
  appraisal rights pursuant to Idaho Law (the "MCI  Class  B
  Dissenters'   Shares"   and   together   with   the   MCMS
  Dissenters'   Shares  and  the  MCI  Class  A  Dissenters'
  Shares,  the  "Dissenters' Shares"))  shall  be  converted
  into 9.057555 shares of Company Common Stock; and

     (d)   each share of MCI and MCMS Common Stock  held  as
  treasury  stock  of  MCI  or MCMS, respectively,  or  held
  directly  or indirectly by the Company, MCI or MCMS  shall
  be  canceled, retired and cease to exist, and no  exchange
  or payment shall be made with respect thereof.

     SECTION  1.3     Rights of Holders  of  MCI  and  MCMS
Capital Stock; Capital Stock of the Company.

     (a)   On  and  after  the  Effective  Time  and  until
surrendered for exchange, each outstanding stock certificate
which  immediately prior to the Effective  Time  represented
shares  of  MCI or MCMS Common Stock (other than Dissenters'
Shares) shall be deemed for all purposes, except as provided in

<PAGE>

Section 1.5(c) of this Plan of Merger, to evidence ownership
of  and  to represent the number of whole shares of  Company
Common  Stock into which such shares of MCI and MCMS  Common
Stock  shall have been converted, and the record  holder  of
such  outstanding  certificate shall,  after  the  Effective
Time, be entitled to vote the shares of Company Common Stock
into  which  such shares of MCI and MCMS Common Stock  shall
have  been converted on any matters on which the holders  of
record of Company Common Stock, as of any date subsequent to
the  Effective  Time, shall be entitled  to  vote.   In  any
matters relating to such certificates, the Company may  rely
conclusively  upon the record of shareholders maintained  by
MCI  and  MCMS  containing the names and  addresses  of  the
holders  of  record  of MCI and MCMS  Common  Stock  at  the
Effective Time.

     (b)   On  and after the Effective Time, each share  of
Company  Common  Stock  issued and  outstanding  immediately
prior   to  the  Effective  Time  shall  remain  an  issued,
outstanding  and existing share of Company Common  Stock  of
the  Surviving Corporation and shall not be affected by  the
Merger.

     (c)  On and after the Effective Time, the Company shall
reserve  a  sufficient  number of  authorized  but  unissued
shares  of  Company Common Stock for issuance in  connection
with  the  conversion  of  MCI and MCMS  Common  Stock  into
Company Common Stock as provided herein.

     SECTION  1.4    No Fractional Shares.   No  fractional
shares   of   Company  Common  Stock,  and  no  certificates
representing  such fractional shares, shall be  issued  upon
the  surrender for exchange of certificates representing MCI
or  MCMS Common Stock. In lieu of any fractional share,  the
Company  shall  pay to each holder of MCI  and  MCMS  Common
Stock   who  otherwise  would  be  entitled  to  receive   a
fractional share of Company Common Stock an amount  of  cash
(without interest) determined by multiplying (a) the average
of the last sale price per share of Company Common Stock for
the  five  trading days preceding the date of the  Effective
Time  as reported in The Wall Street Journal, times (b)  the
fractional  share  interest  to  which  such  holder   would
otherwise be entitled.

     SECTION 1.5    Procedure for Exchange of Stock.

     (a)  After the Effective Time, holders of certificates
theretofore  evidencing outstanding shares of MCI  and  MCMS
Common  Stock,  upon  surrender of such certificates  to  an
exchange  agent  appointed  by the  Company  (the  "Exchange
Agent"),  shall  be  entitled to  receive  (i)  certificates
representing  the number of whole shares of  Company  Common
Stock  into  which  shares  of MCI  and  MCMS  Common  Stock
theretofore  represented by the certificates so  surrendered
shall  have  been converted as provided in Section  1.2  and
(ii) cash payments in lieu of fractional shares, if any,  as
provided in Section 1.4.   As soon as practicable after  the
Effective  Time, the Company shall cause the Exchange  Agent
to  mail  appropriate  and customary  transmittal  materials
(which  shall  specify that delivery shall be effected,  and
risk  of  loss  and  title  to the certificates  theretofore
representing shares of MCI and MCMS Common Stock shall pass,
only  upon  proper  delivery of  such  certificates  to  the
Exchange Agent) to each holder of MCI and MCMS Common  Stock
of  record as of the Effective Time advising such holder  of
the  effectiveness  of  the Merger  and  the  procedure  for
surrendering  to the Exchange Agent outstanding certificates
formerly  evidencing MCI and MCMS Common Stock  in  exchange
for  new certificates for Company Common Stock.  The Company
shall not be obligated to deliver the consideration to which
any former holder of shares of MCI and MCMS Common Stock  is
entitled  as  a  result  of  the Merger  until  such  holder
surrenders the certificate or certificates representing such
shares   for   exchange  as  provided  in  such  transmittal
materials  and  this Section 1.5(a).  Upon  surrender,  each
certificate  evidencing MCI and MCMS Common Stock  shall  be
cancelled.

     (b)  On the Effective Time, the Company shall deposit,
or shall cause to be deposited, with the Exchange Agent, for
exchange  in  accordance with this Section 1.5, certificates
representing the shares of Company Common Stock and the cash
in  lieu  of fractional shares (such certificates and  cash,
hereinafter referred to as the "Exchange Fund") to be issued
or  paid  by  the  Company pursuant to  this  Article  I  in
connection with the Merger.

     (c)    Until   outstanding   certificates   formerly
representing  MCI and MCMS Common Stock are  surrendered  as
provided  in  Section  1.5(a), no dividend  or  distribution
payable  to holders of record of Company Common Stock  shall
be  paid to any holder of such outstanding certificates, but
upon  surrender  of  such outstanding certificates  by  such
holder there shall be paid to such holder the amount of  any
dividends  or  distributions (without interest)  theretofore
paid  with  respect to such whole shares of  Company  Common
Stock,  but not paid to such holder, and which dividends  or
distributions  had a record date occurring on or  subsequent
to the Effective Time.

     (d)   After  the  Effective Time, there  shall  be  no
further registration of transfers on the records of MCI  and
MCMS   of  outstanding  certificates  formerly  representing
shares  of  MCI and MCMS Common Stock and, if a  certificate
formerly  representing such shares is presented to  MCI  and
MCMS  or  the Company, it shall be forwarded to the Exchange
Agent   for   cancellation  and  exchange  for  certificates


<PAGE>

representing  shares  of  Company  Common  Stock  as  herein
provided.

     (e)   All shares of Company Common Stock and cash  for
any fractional shares issued and paid upon the surrender for
exchange of MCI and MCMS Common Stock in accordance with the
above  terms  and conditions shall be deemed  to  have  been
issued   and  paid  in  full  satisfaction  of  all   rights
pertaining to such shares of MCI and MCMS Common Stock.

     (f)   Any portion of the Exchange Fund (including  the
proceeds  of any investments thereof and any Company  Common
Stock  or  any  dividends  or  distributions  thereon)  that
remains unclaimed by the holders of MCI or MCMS Common Stock
for  six months after the Effective Time shall be repaid  to
the  Company.  Any holders of MCI or MCMS Common  Stock  who
have  not  theretofore complied with this Section 1.5  shall
thereafter  look  only to the Company for payment  of  their
shares  of  Company Common Stock, cash in lieu of fractional
shares  and  any unpaid dividends and distributions  on  the
Company Common Stock deliverable in respect of each share of
MCI  or  MCMS  Common  Stock  that  such  holder  holds   as
determined pursuant to this Agreement, in each case, without
any  interest  thereon.   If  outstanding  certificates  for
shares  of  MCI or MCMS Common Stock are not surrendered  or
the  payment for them not claimed prior to the date on which
such  payments  would otherwise escheat  to  or  become  the
property  of any governmental unit or agency, the  unclaimed
items  shall, to the extent permitted by abandoned  property
and  any  other applicable law, become the property  of  the
Company  (and to the extent not in its possession  shall  be
paid  over to it), free and clear of all claims or  interest
of   any   person  previously  entitled  to   such   claims.
Notwithstanding  the  foregoing, none of  the  Company,  the
Exchange  Agent or any other person shall be liable  to  any
former  holder of MCI and MCMS Common Stock for  any  amount
delivered  to  a  public  official  pursuant  to  applicable
abandoned property, escheat or similar laws.

     (g)   In  the event any certificate for MCI  and  MCMS
Common Stock shall have been lost, stolen or destroyed,  the
Exchange  Agent  shall issue and pay in  exchange  for  such
lost, stolen or destroyed certificate, upon the making of an
affidavit of that fact by the holder of record thereof, such
shares  of  Company  Common Stock and  cash  for  fractional
shares,  if  any,  as  may  be  required  pursuant  to  this
Agreement; provided, however, that the Company may,  in  its
discretion and as a condition precedent to the issuance  and
payment  thereof, require the owner of such lost, stolen  or
destroyed  certificate to deliver a bond in such sum  as  it
may  direct as indemnity against any claim that may be  made
against the Company, MCI and MCMS, the Exchange Agent or any
other party with respect to the certificate alleged to  have
been lost, stolen or destroyed.

     SECTION  1.6     Dissenting Shares.   Any  Dissenters'
Shares  shall not be converted into Company Common Stock  as
provided in Section 1.2 unless and until the holder of  such
Dissenters'  Shares  shall  have  effectively  withdrawn  or
otherwise  lost  the right to appraisal of and  payment  for
such  shares under the Idaho Law, at which time such  shares
shall be converted into Company Common Stock as provided  in
Section  1.2.    MCI  and MCMS each promptly  following  the
approval of the Merger by its shareholders, or the Surviving
Corporation,  shall  deliver  notice  to  the   holders   of
Dissenters' Shares as required by Section 30-1-81(d) of  the
Idaho  Law.  Promptly following the Effective Time  (or  the
later   receipt  of  demand  for  payment  and  deposit   of
certificates representing Dissenters' Shares), the Surviving
Corporation   shall  remit  payment  to   the   holders   of
Dissenters'  Shares  of the fair value of  such  shares,  as
determined by the Surviving Corporation.


                         ARTICLE II
                              
                  THE SURVIVING CORPORATION

     SECTION 2.1    Articles of Incorporation.  The articles
of  incorporation of the Company in effect at the  Effective
Time shall be the articles of incorporation of the Surviving
Corporation  (the "Articles") (until amended  in  accordance
with applicable law) except as follows:

     (a)  Article 1 of the Articles shall be restated in its
  entirety to read as follows:

ARTICLE 1. NAME

            The   name   of  the  Corporation   is   "Micron
Electronics, Inc."

     (b)  Article 3 of the Articles shall be restated in its
  entirety to read as follows:

ARTICLE  3.  AUTHORIZED SHARES

<PAGE>

     The  aggregate  number  of  authorized  shares  of  the
  corporation is 150,000,000 of $.01 par value, which  shall
  be  divisible  into  the  classes  and  series,  have  the
  designations,   voting  rights  and   other   rights   and
  preferences and be subject to the restrictions,  that  the
  Board  of  Directors of the corporation may from  time  to
  time   establish,   fix  and  determine  consistent   with
  Articles  4 and 5 hereof.  Unless otherwise designated  by
  the  Board of Directors, all issued shares shall be deemed
  Common Stock with equal rights and preferences.

      SECTION 2.2    Bylaws.   The bylaws of the Company  in
effect  at  the  Effective Time shall be the bylaws  of  the
Surviving  Corporation  until  amended  in  accordance  with
applicable law.

       SECTION  2.3     Directors.   The  directors  of  the
Surviving Corporation shall be Steven R. Appleton, Joseph M.
Daltoso,  Gregory  E. Herrick, Robert A. Lothrop,  Chase  S.
Mart, T. Erik Oaas, John R. Simplot and Jerry M. Hess.




                        Exhibit 3.1

                                                     
      CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
                             OF
                  ZEOS INTERNATIONAL, LTD.
                              

     The  undersigned, the President of ZEOS INTERNATIONAL,
Ltd.,  a Minnesota corporation, hereby certifies that  at  a
duly  called  special  meeting of the  shareholders  of  the
Corporation,   held   on  July  29,  1987,   the   following
resolutions relating to the adoption of Restated Articles of
Incorporation were duly adopted in accordance with Minnesota
Statutes,  Chapter 302A, and the Articles  of  Incorporation
and Bylaws of the Corporation:

     RESOLVED,  that  the  presently existing  Articles  of
Incorporation,  as amended, of this corporation  are  hereby
amended and restated in their entirety to read as set  forth
in    the    document   entitled   "Restated   Articles   of
Incorporation of  ZEOS INTERNATIONAL, Ltd." which is  marked
"Exhibit A" to these resolutions and attached hereto.

     FURTHER  RESOLVED,  that  such  Restated  Articles  of
Incorporation  shall  supersede  the  existing  articles  of
Incorporation and all amendments thereto.

     FURTHER  RESOLVED,  that  the  president  is   hereby
authorized  and  directed  to  prepare  and  file  with  the
Minnesota  Secretary  of  State a  Certificate  of  Restated
Articles of Incorporation in accordance with law.

The undersigned
 further certifies that the document attached
hereto   and  marked  "Exhibit  A"  and  entitled  "Restated
Articles of Incorporation of ZEOS INTERNATIONAL, Ltd." is  a
true  copy of the Restated Articles of Incorporation  as  so
adopted   and   such  Restated  Articles  of   Incorporation
supersede  the  existing Articles of Incorporation  and  all
amendments thereto.

     IN  WITNESS WHEREOF, the undersigned has executed this
document this 30th day of July, 1987.

                              ZEOS INTERNATIONAL, LTD.


                              By  /s/    Greg E. Herrick
                                  ----------------------
                                  Greg E. Herrick
                                  Its President


STATE OF MINNESOTA   )
                     )ss.
COUNTY OF            )


     The foregoing instrument was acknowledged before me on
July  30,  1987, by Greg E. Herrick, the President  of  ZEOS
INTERNATIONAL, Ltd., on behalf of the Corporation.

                              /s/  Teresa H. Peulen
                              ---------------------
                              Notary Public



<PAGE>




                          RESTATED
                  ARTICLES OF INCORPORATION
                             OF
                  ZEOS INTERNATIONAL, LTD.


                      ARTICLE 1.  NAME

     The  name  of  the corporation is "ZEOS INTERNATIONAL,
LTD."

                ARTICLE 2.  REGISTERED OFFICE

     The address of the registered office of the corporation
in  Minnesota  is  30 Fifth Avenue, N.W.,  Suite  1000,  New
Brighton, Minnesota  55112

                ARTICLE 3.  AUTHORIZED SHARES

     The  aggregate  number  of authorized  shares  of  the
corporation is 5,000,000 of $.01 par value, which  shall  be
divisible   into   the   classes  and   series,   have   the
designations,   voting   rights,  and   other   rights   and
preferences  and  be  subject to the restrictions  that  the
Board of Directors of the corporation may from time to  time
establish, fix, and determine consistent with Articles 4 and
5  hereof.   Unless otherwise designated  by  the  Board  of
Directors,  all issued shares shall be deemed  Common  Stock
with equal rights and preferences.

              ARTICLE 4.  NO CUMULATIVE VOTING

     There shall be no cumulative voting by the shareholders
of the corporation.

              ARTICLE 5.  NO PREEMPTIVE RIGHTS

     The  shareholders of the corporation  shall  not  have
preemptive rights to subscribe for or acquire securities  or
rights  to purchase securities of any kind, class, or series
of the corporation.

              ARTICLE 6.  BOARD OF DIRECTORS

     The names and addresses of the members of the Board of
Directors are:

Name                          Address

Greg E. Herrick               1206 Kenwood Parkway
                              Minneapolis, Minnesota  55405

Robert A. Burnett             300 Walnut Street
                              Suite 270
                              Des Moines, Iowa  50309

Thomas William Evans, M.D.    1317 North Elm Street
                              Ottumwa, Iowa  52501
                              
           ARTICLE 7.  WRITTEN ACTION BY DIRECTORS

     An  action  required or permitted to  be  taken  at  a
meeting of the Board of Directors of the corporation may  be
taken  by  a  written action signed, or  counterparts  of  a
written  action  signed  in the aggregate,  by  all  of  the
directors  unless  the action need not be  approved  by  the
shareholders  of the corporation, in which case  the  action
may be taken by a written action signed, or counterparts  of
a  written  action signed in the aggregate,  the  number  of
directors that would be required to take the same action  at
a  meeting  of the Board of Directors of the corporation  at
which all of the directors were present.

<PAGE>

               ARTICLE 8.  DIRECTOR LIABILITY
                              
     A director of this 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  or
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 Sections 302A.559 or 80A.23 of the Minnesota Statutes;
(iv) for any transaction from which the director derived  an
improper  personal benefit; or (v) for any act  or  omission
occurring  prior  to  the date when this  Article  8  became
effective.

     I.  The Minnesota Business Corporation Act is hereafter
amended  to  authorize the further elimination or limitation
of  the  liability of a director, then the  liability  of  a
director  of the corporation shall be eliminated or  limited
to  the  fullest extent permitted by the Minnesota  Business
Corporation Act, as so amended.

     Any repeal or modification of the foregoing provisions
of  this  Article  8 by the stockholders of the  corporation
shall  not  adversely affect any right or  protection  of  a
director  of  the corporation existing at the time  of  such
repeal or modification.


<PAGE>
                              
                              
                              
                              
                              
                    ARTICLES OF AMENDMENT
                             OF
                  ARTICLES OF INCORPORATION
                             OF
                  ZEOS INTERNATIONAL, LTD.


     1.  The name of the Corporation is ZEOS International,
Ltd., a Minnesota corporation.

     2.  The following is the full text of amendments to the
articles of incorporation of ZEOS International, Ltd.;

     RESOLVED,   that  Article  3  of  the   Articles   of
Incorporation shall be amended in its entirety  to  read  as
follows:

               "ARTICLE 3.  AUTHORIZED SHARES
                              
     The  aggregate  number  of authorized  shares  of  the
corporation is 15,000,000 of $.01 par value, which shall  be
divisible   into   the   classes  and   series,   have   the
designations,   voting   rights,  and   other   rights   and
preferences  and  be  subject to the restrictions  that  the
Board of Directors of the corporation may from time to  time
establish, fix and determine consistent with Articles 4  and
5  hereof.   Unless otherwise designated  by  the  Board  of
Directors,  all issued shares shall be deemed  Common  Stock
with Equal rights and preferences."

3.   The  amendment was adopted by the shareholders pursuant
to  section  302A.135 of the Minnesota Business  Corporation
Act on May 23, 1989.

     IN WITNESS WHEREOF, the undersigned, the Executive Vice
President of ZEOS International, Ltd., being duly authorized
on  behalf  of  ZEOS International, Ltd., has executed  this
document this 7th day of July, 1989.



                              /s/ Donald W. Cartwright
                              ------------------------
                              Donald W. Cartwright
                              Executive Vice President
                              
                              



                         Exhibit 10.33
                    
                      COMPONENT RECOVERY
                              
                  REVENUE SHARING AGREEMENT
                              
                              
      This  Component Recovery Revenue Sharing Agreement  is
entered  into effective as of July 14, 1994 (the  "Effective
Date"), by and between Micron Semiconductor, Inc., and Idaho
corporation  located at 2805 E. Columbia Road, Boise,  Idaho
83706  ("MSI"),  and  Micron Custom Manufacturing  Services,
Inc., and Idaho corporation located at 8445 Westpark Street,
Boise,  Idaho 83704 ("MCMS").

WHEREAS,   MSI is engaged in the business of developing  and
manufacturing  semiconductor  memory  devices  and  MCMS  in
engaged  in the business of recovering semiconductor  memory
devices for sale to third parties; and

WHEREAS,   MSI  wishes to sell and MCMS wishes  to  purchase
semiconductor memory devices manufactured by  MSI  which  do
not  meet MSI's full specifications and utilize them in less
critical applications;

NOW,  THEREFORE,  for good and valuable  consideration,  the
receipt of which is hereby acknowledged, the parities hereto
agree as follows:

1.   Definitions.  As used in this Agreement, the following
terms have the following meanings:

     (a)   "Affiliated company" means any entity  which  is
fifty percent (50%) owned or controlled by MCMS or by Micron
Technology, Inc. and any entity which is fifty percent
 (50%)
owned or controlled by any such entity.

     (b)   "Components"  means  MSI  semiconductor  memory
devices, in die or packaged form, including but not  limited
to   DRAMs,  SRAMs,  and  VRAMs,  which  have  failed  MSI's
electrical  or burn-in tests or otherwise do not meet  MSI's
databook specifications for such devices.

     (c)   "MSI's Average Sales Price" means:

           (i)  with respect to a non-DRAM component,  MSI's
gross  revenues  from  direct sales in the  previous  fiscal
month   of   any  such  component  meeting  MSI's   databook
specifications, divided by the total number of  such  direct
sales components sold during the same period; and

           (ii) with respect to a DRAM component, the sum of

           (a)  MSI's gross revenues from direct sales in the
previous  fiscal  month  of any such component  meeting  MSI
databook specifications;

           (b)  MSI's  book  revenues  from   sales   by
distributors  in  the  previous fiscal  month  of  any  such
component meeting MSI databook specifications; and,

           (c)  MSI's gross revenues from direct sales  of
modules   in  the  previous  fiscal  month  less  applicable
assembly  changes relating to such module;

divided  by  the  total  number of direct,  distributor  and
module components sold during the same period.

2.   Sale  of  Components.  MSI hereby grants to  MCMS  the
right to purchase all of MSI's Components and to resale  the
Components  upon the terms and conditions set forth  herein.
Accordingly,  MSI  shall not sell Components  to  any  third
party  whether in the form of components, modules  or  board
level  products  

                              1

<PAGE>
without first offering such Components  for sale  to  MCMS  
in accordance with this Agreement.   Nothing contained  
herein  shall obligate MSI to produce  Components for  sale  
to MCMS, or obligate MCMS to purchase  Components made 
available for sale by MSS.

3.   Component  Recovery.  MSI hereby grants  to  MCMS  the
right  to  enter  onto  MSI's  premises  at  all  reasonable
business  hours to recover Components from MSI.  This  right
shall  include  the  right  by MCMS  personnel  directly  or
indirectly,  with  or  without  MSI's  assistance,  (i)   to
retrieve  Components form MSI's Probe area; (ii)  to  select
and  assemble Components retrieved from MSI's Probe area for
submission   to   MSI's   Assembly   area   for    packaging
(encapsulation)  by  MSS;  (iii)  to  retrieve  from   MSI's
Assembly area Components packaged by MSI for MCMS, and  (iv)
to  retrieve Components directly from MSI's Test area.   for
the  purpose  of  allowing  MCMS  personnel  to  select  and
assemble  Components for packaging by MS in  MSI's  Assembly
area,  MSI  agrees  to make available to  MCMS  at  no  cost
approximately  300 square feet of Assembly  cleanroom  floor
space  for  use  by MCMS personnel and equipment;  provided,
however, that MSI may for reasonable business purposes  deny
MCMS  access to MSI's manufacturing site, recover Components
and  provide such Components to MCMS off-site at MSI's cost.
All   risk  of  loss  and  all  costs  associated  with  the
fabrication,  probe, assembly and testing of  Components  by
MSI, including Components selected by MCMS for packaging  by
MSI,  shall  be borne by MSI up to the point of delivery  to
MCMS.    Except  as otherwise provided above, the  point  of
delivery shall be deemed to be the point of  shipment by MSI
at MSI's manufacturing site or the point of direct retrieval
by   MCMS   personnel  of  packaged  Components   at   MSI's
manufacturing site.

4.   Revenue Sharing.  In consideration of the sale to MCMS
of  the  components, MCMS hereby agrees to pay  to  MSI  and
amount  equal to fifty percent (50%) of the total amount  of
net  revenues obtained by MCMS from sales of the  Components
to  third parities and affiliated companies and derived from
intracompany  sales to MCMS's contract assembly  operations.
For  the  purpose  of  determining revenues  from  sales  to
affiliated  companies  and  intracompnay  sales  to   MCMS's
contract  assembly  operations, prices for  such  components
shall  be based on MSI's Average Sales Price and established
in  accordance with the transfer price schedule set forth in
Schedule A attached hereto.

5.    Payment  of Revenue Sharing Amount.  Unless  otherwise
provided herein, MSI's share of revenues derived from  sales
to third parities and intracompany sales of Components shall
be  paid  by MCMS to MSI net forty-five (45) days after  the
end  of each MCMS fiscal month.  Any amount not received  by
MSI  when due shall be subject to a service charge  of  1.5%
per  month from the due date.  MCMS shall pay all  of  MSI's
costs and expenses (including reasonable attorneys' fees) to
enforce MSI's rights under this Section.

6.   Inspection of Records.  MCMS shall keep full, clear and
accurate   records   with  respect  to   third   party   and
intracompany  sales  of Components.  MSI  shall  keep  full,
clear and accurate records with respect to the Average Sales
Price  used  for  the purpose of calculating  the  price  of
Components.   Each  party's records shall  be  kept  at  the
party's principal place of business and shall be open at all
reasonable  times during the term of this Agreement  to  the
inspection  of  a mutually agreeable third  party.   Neither
party  hereto  shall unreasonably withhold  from  the  other
information necessary to confirm compliance with  the  terms
of  this  Agreement, including by not limited to information
pertaining  to  intellectual property rights and  agreements
pertaining to the Components.  In the event a party requests
and inspection as provided herein, such party shall bear all
costs  and expenses associated with such inspection,  unless
such inspection reveals noncompliance with the terms of this
Agreement by the other party, in which case the noncomplying
party shall bear all such costs and expenses.

7.   Intellectual Property Rights.  Each party hereby grants
to  the  other party the right to use and make available  as
reasonably requested the intellectual property of the other,
including  but  not limited to patents, patent applications,
software programs, and copyrighted materials, as appropriate
to  identify, recover and sell the Components.  In  addition
to  bearing  all  costs of development  and  manufacture  of
Components,  MSI  shall  bear sole responsibility  for,  and
shall promptly pay when due, all royalty obligations arising
from  patent  license agreements entered  into  by  MSI,  or
Micron  Technology,  Inc. on behalf of MSI,  

                               2

<PAGE>
and  associated with  sales  of the Components to and by MCMS.   
MSI  hereby agrees  to  indemnify MCMS for any damages incurred  
in  the event  of nonpayment by MSI of any such royalty obligations,
provided that such indemnification royalties arising form  a
bona  fide  dispute by MSI regarding the terms or extent  of
such obligations.

8.   Confidentiality.  Each party acknowledges that it will
have  access to certain information and materials concerning
the business, plans, customers, technology, and products  of
the other pertaining to the subject matter of this Agreement
that  are confidential and of substantial value to the other
party.   Each  party agrees that it will  not  at  any  time
disclose such confidential information to any third party.

9.   No  Warranty.  MSI MAKES NO WARRANTIES,  EXPRESSED  OR
IMPLIED,  REGARDING  THE  COMPONENTS,  INCLUDING,  BUT   NOT
LIMITED  TO,  ANY  IMPLIED WARRANTIES OF MERCHANTABILITY  OR
FITNESS  FOR A PARTICULAR PURPOSE, OR QUALITY OR  OTHERWISE.
MSI  DOES  NOT  MAKE TO MCMS OR ANY CUSTOMER  OF  MCMS,  AND
HEREBY  EXPRESSLY  DISCLAIMS  ANY  OTHER  REPRESENTATION  OR
WARRANTY  OF  ANY KIND WITH RESPECT TO THE COMPONENTS.   ALL
COMPONENTS ARE SOLD "AS IS" AND "WITH ALL FAULTS".

10.   Limitation on Liability.  Except as otherwise provided
herein,  in  the  event of termination by  either  party  in
accordance  with  any of he provisions  of  this  Agreement,
neither  party  shall  by liable of he  provisions  of  this
Agreement,  neither  party shall  be  liable  to  the  other
because of such termination, for compensation, reimbursement
or  damages on account of the loss of prospective profits or
anticipated  sales,  or on account of  any  expenditures  or
commitments  in connection with the business or goodwill  of
either party.

11.  Patent Indemnity.  MSI represents and warrants that the
delivery  and sale of components hereunder will not infringe
any  patent, trademark or other intellectual property rights
of  third  parities.   MSI  shall indemnify  and  hold  MCMS
harmless  of and from any and all losses, including  without
limitation   loss  of  good  will  and  loss   of   business
opportunities,  costs,  claims,  liabilities  and  expenses,
including attorneys' fees, incurred by MCMS with respect  to
any  such  infringement of any patent,  trademark  or  other
intellectual   property   rights,   provided    that    such
indemnification shall not exceed that amount equal to  MSI's
share of he net revenues derived from the sale by MCMS of he
infringing  products.  MCMS shall have the right  to  offset
against  payments  due to MSI hereunder the  amount  to  any
indemnification owed by MS and to MCMS under this Section.

12.  Term and Termination.

     12.1  Term.  The term of this Agreement shall commence
on  the Effective Date and shall continue thereafter  for  a
period of three (3) full fiscal years from the fiscal  year-
end  next  following the Effective Date, subject to  earlier
termination  in  accordance  with  the  provisions  of  this
Section.

     12.2  Termination by Mutual Agreement.  This Agreement
may  by  terminated  at  any time upon  the  mutual  written
agreement of the parties.

     12.3  Survival of certain Terms.  Upon any termination
of  this Agreement, any provision of this Agreement which by
its  terms  appears to be applicable to periods  or  actions
occurring  after termination of the Agreement, shall  remain
in full force and effect.

13.  Application to Subsidiaries.  The obligations of either
party hereunder shall be applicable to subsidiaries of  each
such party.  "subsidiary" shall mean any entity owned 50% or
more by a party.

                              3

<PAGE>


14.  General Provisions.

     14.1  Governing Law.  This Agreement shall be governed
by  and construed under the laws of the State of Idaho.  The
federal and sate courts within the State of Idaho shall have
exclusive jurisdiction to adjudicate any dispute arising out
of this Agreement.

     14.2  Entire Agreement.  This Agreement sets forth the
entire  agreement and understanding of the parities relating
to   the   subject  matter  herein  and  merges  all   prior
discussions  between them.  No modification of or  amendment
to  this Agreement, nor any waiver of any rights under  this
Agreement,  shall be effective unless in writing  signed  by
the party to be charged.

     14.3   Notices.  Any notice required or  permitted  by
this  Agreement  shall be in writing and shall  be  sent  by
prepaid   registered  or  certified  mail   return   receipt
requested, addressed to the other party at the address shown
at  the beginning of this Agreement or at such other address
for  which  such party give notice hereunder.   Such  notice
shall  be  deemed to have been given three  (3)  days  after
deposit in the mail.

     14.4   Force Majeure.  Nonperformance of either  party
shall  be excused to the extent that performance is rendered
impossible  by  strike, fire, flood,  governmental  acts  or
orders or restrictions, or any other reason where failure to
perform  is  beyond  the  control  and  not  caused  by  the
negligence of the nonperforming party.

    14.5  Nonassignability and Binding Effect.   The rights
and  obligation of each party hereunder may not be  assigned
or  transferred  directly or indirectly  without  the  prior
written consent of the other party, which consent shall  not
be  unreasonably  withheld.  Subject to the foregoing,  this
Agreement shall be binding upon and inure to the benefit  of
the parities hereto, their successors and assigns.

     14.6  Counterparts.  This Agreement may be executed in
two  or more counterparts, each of which shall be deemed  an
original  and  all  of which together shall  constitute  one
instrument.

MICRON SEMICONDUCTOR, INC.        MICRON CUSTOM MANUFACTURING
                                  SERVICES, INC.


By: /s/ Steven R. Appleton        By: /s/ Joseph M. Daltoso
   ------------------------          ---------------------------

Title:  President                 Title:  Chairman and President
      ---------------------             ------------------------






                               4

<PAGE>


                                   Schedule A
                                        
                                        
                                        
                           Intercompany Transfer Price
                                        

<TABLE>                                        
<CAPTION>                                        
                    MCMS                            MCMS           
                  Purchase          MCMS          Purchase          MCMS
     MSI            Price         Purchase          Price         Purchase  
  Previous         for Full         Price        for Printer        Price
   Fiscal       Specification    for Systems     Buffer Grade     for Audio 
 Month's ASP        Parts        Grade Parts        Parts       Grade Devices 
- ------------    -------------    -----------     ------------   -------------
      <S>          <C>            <C>              <C>             <C>
      X            .975(X)        .8288(X)         .70(X)          .25(X)
</TABLE>





                        Exhibit 10.34
                                                            
            AMENDED AND RESTATED PROMISSORY NOTE
                              
$9,427,293                          Boise,Idaho
                                    Date:  September 3, 1992

     For   value  received,  Micron  Custom  Manufacturing
Services, Inc., an Idaho corporation ("Maker"), promises  to
pay  to  the  order of Micron Technology, Inc.,  a  Delaware
corporation  ("Holder"), the principal sum of Nine  Million,
four Hundred Twenty Seven Thousand, Two Hundred Ninety Three
Dollars  ($9,427,293.00),  together  with  interest  on  the
unpaid  principal balance from the date hereof, at the  rate
provided  below, to be paid in lawful money  of  the  United
States of America as follows:

     Interest shall accrue from the date of this Amended and
restated Promissory Note (the "Note") at a rate equal to the
lesser  of (i) the prime lending rate as quoted by the  Wall
Street Journal, plus one-half percent (.5%), or (ii) the 90-
day  LIBOR rate quoted by the Wall Street Journal, plus  one
and  one-half  percent (1.5%).  The rate of  interest  under
this  Note shall be adjusted on the first day of each fiscal
quarter of Maker based on the interest rate reported in  the
wall Street Journal the previous business day.  Interest  on
the  Note shall be calculated on the basis of a 360 day year
counting  the  actual number of days elapsed.   Payments  of
principal  and  accrued interest shall be payable
  beginning
the  first day of Maker's first fiscal quarter of 1993,  and
thereafter  on the first day of each fiscal quarter,  in  39
payments  equal to the 1/39th of the principal amount,  plus
interest on the outstanding balance thereof.

     Maker  shall have the right to prepay all or a portion
of  the  principal balance of this Note at any time.   Maker
and  all endorsers; sureties and guarantors hereof severally
waive  demand, protest, notice of dishonor, notice  of  non-
payment of this Note and agree that any payments due  or  to
become  due  hreunder may be extended, modified, amended  or
renewed  from  time  to  time by the Holder  hereof  without
notice.   This Note shall be binding upon all of  the  above
parties   and   their  respective  heirs,   representatives,
successors and assigns.

     If  default  is  made in the payment of  any  sum  due
hereunder or if default is made in the performance of any of
the  covenants or conditions of any instrument by which this
Note  is secured, all unpaid principal evidence by this Note
and  all the interest accrued thereon, at the option  of  he
Holder,  shall  become immediately due and  payable  without
demand  or  notice.  Failure or waiver of exercise  of  such
option  at  one  time shall not constitute a waiver  of  the
right to exercise any option arising by reasons of any later
additional default.  This Note constitutes an amendment  and
restatement of that certain promissory not issued  by  Maker
in  favor of Holder and dated as of May 4, 1992.  This  Note
may  not  be modified or amended except by written agreement
of he parties hereto.

      Maker  promises  to  pay all  costs  and  expenses  of
collection  and attorneys' fees and court costs incurred  by
the  Holder  to  enforce the terms  of  this  Note  and  any
instrument by which this Note is secured,
including  those expenses and fees which may be incurred  in
connection  with  the  appointment  of  receiver   and   any
appearances in bankruptcy or insolvency proceedings


<PAGE>


      This  Note  shall  be  governed by  and  construed  in
accordance with the laws of the State of Idaho.


                    MICRON CUSTOM MANUFACTURING SERVICES, INC.
                    an Idaho corporation


                    By: /s/ Joseph M. Daltoso
                       ---------------------------------------

                    Its: Chairman and President
                        --------------------------------------


                    MICRON TECHNOLOGY, INC.
                    a Delaware corporation


                    By: /s/ Reid N. Langrill
                       ---------------------------------------

                    Its: Vice President Finance
                        --------------------------------------






                                                     

                             Exhibit 11

                       ZEOS INTERNATIONAL, LTD.
 
                  Computation of Per Share Earnings
          (Amounts in thousands, except for per share amounts)
                                                    
                                                       

<TABLE>
<CAPTION> 
                                         April 1,       April 2,
Quarter ended                              1995           1994
- -----------------------------------------------------------------
<S>                                     <C>            <C>
PRIMARY                                                     
                                                            
     Weighted average shares     
       outstanding                         8,806          8,704
     Stock options using average                            
       market price                        1,039              -
                                        --------       --------      
     Total shares                          9,845          8,704
                                        ========       ========
                    
     Net income (loss)                  $  2,704       $ (8,564)
     Less preferred stock dividend            75              -
                                        --------       -------- 
     Net income (loss) applicable to    
       common shareholders              $  2,629       $ (8,564)
                                        ========       ========
         
     Per share amount                   $   0.27          (0.98)
                                                            
                                                            
 FULLY DILUTED                                              
                                                            
     Weighted average shares               
       outstanding                         8,806          8,704
     Stock options using greater of        
       average or ending market price      1,039              -
     Convertible preferred stock           1,000              -
                                        --------       --------
     Total shares                         10,845          8,704
                                        ========       ========
                                                            
     Net income (loss)                  $  2,704       $ (8,564)
     Less preferred stock dividend                          
                                              75              -
                                        --------       -------- 
     Net income (loss) applicable to    
       common shareholders              $  2,629       $ (8,564)
                                        ========       ========

     Per share amount                   $   0.25       $  (0.98)
                                                            
</TABLE>
















<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
     This Schedule contains summary financial information extracted from
the accompanying financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                                APR-1-1995
<CASH>                                          21,808
<SECURITIES>                                         0
<RECEIVABLES>                                   23,806
<ALLOWANCES>                                     1,569
<INVENTORY>                                     25,492
<CURRENT-ASSETS>                                70,393
<PP&E>                                          10,376
<DEPRECIATION>                                   8,512
<TOTAL-ASSETS>                                  73,011
<CURRENT-LIABILITIES>                           46,790
<BONDS>                                              0
<COMMON>                                            88
<PREFERRED-MANDATORY>                            4,831
<PREFERRED>                                          0
<OTHER-SE>                                      21,302
<TOTAL-LIABILITY-AND-EQUITY>                    73,011
<SALES>                                         82,838
<TOTAL-REVENUES>                                82,838
<CGS>                                           72,259
<TOTAL-COSTS>                                   72,259
<OTHER-EXPENSES>                                 8,191
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (316)
<INCOME-PRETAX>                                  2,704
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,629
<EPS-PRIMARY>                                     0.27
<EPS-DILUTED>                                     0.25
        

</TABLE>