FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WAITT THEODORE W 		2. Issuer Name and Ticker or Trading Symbol

GATEWAY INC [ GTW ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

5786 LA JOLLA BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/23/2007
(Street)

LA JOLLA, CA 92037
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

8/24/2007 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/23/2007     S    50000   D $1.23   46122331   (3) I   Avalon Capital Group, LLC   (1)
Common Stock   8/24/2007     S    50000   D $1.23   46072331   (3) I   Avalon Capital Group, LLC   (1)
Common Stock                  432710   I   Theodore Waitt 2003 GRAT II  
Common Stock                  356   I   Avalon Portfolio, LLC   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  A single member limited liability company of which the reporting person owns 100%
( 2)  A single member limited liability company of which Avalon Capital Group, LLC owns 100% and thereby of which the reporting person owns 100%
( 3)  This Form 4/A amends the report filed on 8/24/07 to reflect corrections reported on Form 4/A filed on 9/21/07 amending reports filed on 5/9/07 and 6/1/07

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WAITT THEODORE W
5786 LA JOLLA BLVD.
LA JOLLA, CA 92037
X


Signatures
Stanley C. Ray- Attorney-in-Fact for Theodore W. Waitt 9/21/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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