MICRON TECHNOLOGY INC, 10-K, 1996-10-04

MICRON TECHNOLOGY INC
10-K, 1996-10-04
SEMICONDUCTORS & RELATED DEVICES

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FORM 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]

FOR THE FISCAL YEAR ENDED AUGUST 29, 1996

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-10658

MICRON TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 75-1618004
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

8000 S. FEDERAL WAY, P.O. BOX 6, BOISE, IDAHO 83707-0006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE (208) 368-4000

SECURITIES REGISTERED PURSUANT TO SECTION NAME OF EACH EXCHANGE ON WHICH
12(B) OF THE ACT: REGISTERED
TITLE OF EACH CLASS NEW YORK STOCK EXCHANGE
COMMON STOCK, PAR VALUE $.10 PER SHARE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(TITLE OF CLASS)

Indicate by check mark whether the registrant (1) has filed all reports
required to be 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 [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing price of such stock on August 29, 1996, as
reported by the New York Stock Exchange, was approximately $3.9 billion.
Shares of Common Stock held by each officer and director and by each person
who owns 5% or more of the outstanding Common Stock have been excluded in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrants Common Stock on August
29, 1996 was 208,834,820.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for registrant's 1996 Annual Meeting of
Shareholders to be held on November 18, 1996, are incorporated by reference
into Part III of this Annual Report on Form 10-K.

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PART I

ITEM 1. BUSINESS

The following discussion contains trend information and other forward-
looking statements that involve a number of risks and uncertainties. The
actual results of Micron Technology, Inc. ("MTI") could differ materially from
MTI's historical results of operations and those discussed in the forward-
looking statements. Factors that could cause actual results to differ
materially include, but are not limited to, those identified in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Certain Factors." All period references are to MTI's fiscal
periods ended August 29, 1996, August 31, 1995 or September 1, 1994, unless
otherwise indicated.

GENERAL

Micron Technology, Inc. and its subsidiaries (hereinafter referred to
collectively as "MTI" or the "Company") principally design, develop,
manufacture and market semiconductor memory products, personal computers
("PCs") and custom complex printed circuit board, memory module and system
level assemblies.

Micron's semiconductor memory operations focus on the design, development,
manufacture and marketing of semiconductor memory components primarily for use
in PCs. The Company's primary semiconductor products are dynamic random access
memory ("DRAM") components. Micron Semiconductor Products, Inc., which began
operations on August 30, 1996, Micron Europe Limited, and Micron Semiconductor
Asia Pacific Pte., Ltd., are all wholly-owned subsidiaries of MTI, which
provide sales and support services for the Company's semiconductor operations
in North America, Europe and Asia Pacific, respectively.

Micron Electronics, Inc. ("MEI") is a majority-owned, publicly traded
subsidiary of MTI. As of August 29, 1996, MTI owned approximately 79% of the
outstanding common stock of MEI. MEI's businesses include the Company's PC,
contract manufacturing and component recovery operations. MEI's PC operations
design, develop, market, manufacture and support the Micron brand name PC
systems and related hardware incorporating third-party operating systems and
application software. MEI's contract manufacturing operation provides a full
range of turnkey manufacturing services, including the assembly and test of
complex printed circuit boards, memory modules and system level assemblies,
design layout and product engineering, materials procurement, inventory
management, quality assurance and just-in-time delivery. The component
recovery operation recovers nonstandard memory components for specific
applications.

Additional majority-owned subsidiaries of MTI include Micron Communications,
Inc., which designs and develops remote intelligent communications products;
Micron Construction, Inc., which provides construction management and general
contractor services; Micron Display Technology, Inc., which designs and
develops field emission flat panel displays; and Micron Quantum Devices, Inc.,
which designs and develops non-volatile semiconductor memory ("Flash")
devices.

MTI was incorporated in Idaho in 1978 and reincorporated in Delaware in
1984. The Company's executive offices and principal manufacturing operations
are located at 8000 South Federal Way, Boise, Idaho, 83707-0006 and its
telephone number is (208) 368-4000.

PRODUCTS

The Company's principal product categories are semiconductor memory products
(primarily DRAM), PC systems and custom complex printed circuit board
assemblies.

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SEMICONDUCTOR MEMORY PRODUCTS

The Company's semiconductor manufacturing operations focus primarily on the
design, development and manufacture of semiconductor memory products for
standard memory applications, with various packaging and configuration
options, architectures and performance characteristics.

DYNAMIC RANDOM ACCESS MEMORY. A DRAM is a semiconductor device which stores
digital information in the form of bits and provides high speed storage and
retrieval of data. A DRAM is a high density, low cost per bit random access
memory component, and is the most widely used semiconductor memory component
in most PC systems. The Company's primary product during fiscal 1996 was the 4
Meg DRAM which sells in multiple configurations, speeds and package types.
More recently, the Company has begun to transition its manufacturing resources
to 16 Meg DRAM. At fiscal 1996 year end, approximately 50% of DRAM wafer
starts were 4 Meg and 50% were 16 Meg. The transition to the 16 Meg DRAM as
the Company's primary memory device is expected to occur in late calendar
1996. The Company is developing its 64 Meg DRAM and is in the design phase of
its 256 Meg DRAM. DRAM sales represented approximately 57%, 68% and 73% of the
Company's total net sales in fiscal 1996, 1995 and 1994, respectively.
Manufacture of the Company's DRAM products utilizes proprietary advanced
complementary metal-oxide-semiconductor ("CMOS") silicon-gate process
technology.

The Company's DRAM products use Extended Data Out ("EDO") and Fast Page Mode
("FPM") technology, which in 1996 accounted for approximately 92% of all DRAM
sales in the industry. The Company expects a gradual transition by PC
manufacturers to faster types of DRAM-based main memory over the next several
years. Conventional FPM and EDO DRAM are not expected to meet the bandwidth
required for future CPU and video/graphics designs. To that end, the Company
is developing synchronous DRAM ("SDRAM") devices expected to be ready for
volume production in fiscal 1998. SDRAM is a next generation memory component
that operates faster than regular DRAM, due in part to the addition of a clock
input that synchronizes all operations and allows PC systems to run faster.
The Company is currently sampling an 8 Meg SDRAM that is designed specifically
for graphics applications and which is referred to as the synchronous graphics
random access memory ("SGRAM"). The Company continues to investigate other
designs which will allow future DRAM devices to run even faster than current
SDRAM devices.

FLASH MEMORY. Flash memory devices are non-volatile semiconductor devices
which retain the contents of their memory when the power is turned off and are
electrically erasable and reprogrammable. This means Flash memory can be
updated in the system, with new revisions of code, different user parameters
or settings and data collected over time. The Company is currently sampling
the 2 Meg and 4 Meg SmartVoltage Technology Boot Block Flash. Internal
qualification of both parts is expected to occur in the fall of 1996. The
Company is also working on higher density Flash memory products to expand the
boot block family to 8 Meg and introduce lower programming voltages. The major
growth areas for Flash are expected to be in digital cellular phones and
networking applications. Workstations, servers and PC manufacturers use Flash
memory for BIOS storage with remote update facility, while combined
Flash/modem/LAN PCMCIA cards are satisfying applications requiring high
density, small packaged devices. Flash memory cards provide code and data file
storage advantages to embedded systems and portable electronics systems.

STATIC RANDOM ACCESS MEMORY ("SRAM"). A SRAM is a semiconductor device which
performs memory functions much the same as a DRAM, but does not require its
memory cells to be electronically refreshed. In addition, a SRAM can be
designed to operate faster than a DRAM. A SRAM contains more complex
electronic circuitry than a DRAM, and consequently has higher per bit
production costs. The Company's SRAM family focuses on the high-performance,
or "Very Fast," sector of the SRAM market which supports cache memory
requirements in computers. Very Fast SRAM provides access times approximately
five times faster than those of a DRAM. The market for

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Very Fast SRAM has grown with the number of applications that require a
"buffer" or "cache" of high speed memory between the central processing unit
and the main DRAM-based memory. The Company manufactures its SRAM products
utilizing CMOS silicon-gate process technology. The Company sells primarily 1
and 2 Meg SRAM components in a variety of configurations, speeds and package
types, and has a 4 Meg SRAM under development. SRAM sales represented 2%, 6%
and 8% of the Company's total net sales in fiscal 1996, 1995 and 1994,
respectively. The Company reduced its SRAM sales due to lower profitability
relative to DRAM sales.

PERSONAL COMPUTER SYSTEMS

The Company designs, develops, markets, manufactures, sells and supports a
range of memory intensive, high performance desktop and notebook PC systems
and network servers under the Micron brand name. These systems use Intel
Pentium and Pentium Pro microprocessors and are assembled to order with
differing memory and storage capacities as well as operating and applications
software. The Company also offers a variety of peripheral products with its PC
systems, including monitors, modems, graphics cards, accelerators and CD-ROM
drives.

The Company's assemble-to-order PC system sales and manufacturing structure
enables customers to order custom system configurations and provides customers
the flexibility to select modifications to certain standard configurations
including, among others, a wide variety of Intel Pentium and Pentium Pro
microprocessors, EDO main system memory in 8MB increments generally up to
128MB, Enhanced IDE or SCSI hard disk drives ranging from 1.0GB to 9.0GB, and
monitors ranging from 14 inch to 21 inch.

CONTRACT MANUFACTURING

The Company's contract manufacturing operations specialize in custom complex
printed circuit board, memory module and system level assemblies. The
manufacture of electronic products has become increasingly sophisticated and
complex and requires substantial capital investment. In response, many
original equipment manufacturers ("OEMs") are adopting manufacturing
outsourcing strategies and relying on manufacturing specialists to support
their production needs. OEMs generally use contract manufacturers to gain
access to leading manufacturing expertise, reduce time to market, enhance
their financial flexibility and improve inventory management. The Company's
contract manufacturing operations consist of assembling and testing complex
printed circuit boards, memory modules and "box build" final product assembly
services. In addition to assembly and test functions, the Company offers a
broad range of manufacturing services, including design lay-out and product
engineering, materials procurement, turnkey and consignment inventory
management, quality assurance and just-in-time delivery.

MANUFACTURING

SEMICONDUCTOR MEMORY PRODUCTS

The manufacturing of the Company's semiconductor products is a complex
process and involves a number of precise steps, including wafer fabrication,
assembly, burn-in and final test. Efficient production of the Company's
semiconductor memory products requires utilization of advanced semiconductor
manufacturing techniques. Manufacturing cost per unit is primarily a function
of die size (since the potential number of good die per wafer increases with
reduced die size), number of mask layers and the yield of acceptable die
produced on each wafer. Other contributing factors are wafer size, number of
fabrication steps, cost and sophistication of the manufacturing equipment,
package type, equipment utilization, process complexity and cleanliness. The
Company is engaged in ongoing efforts to enhance its production processes to
reduce the die size of existing products and increase capacity utilization.
Smaller die sizes and higher production yields generally reduce manufacturing
cost per unit.

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The Company's semiconductor manufacturing facility in Boise, Idaho includes
two wafer fabs ("Fab I" and "Fab III") equipped with diffusion tubes,
photolithography systems, ion implant equipment, chemical vapor deposition
reactors, sputtering systems, plasma and wet etchers and automated mask
inspection systems. The production facility operates in 12-hour shifts, 24
hours per day and 7 days per week to reduce down time during shift changes,
and to reduce total fabrication costs by maximizing utilization of fabrication
facilities. Wafer fabrication occurs in a highly controlled, clean environment
to minimize dust and other yield- and quality-limiting contaminants. Despite
stringent manufacturing controls, equipment does not consistently perform
flawlessly and minute impurities, defects in the photomasks or other
difficulties in the process may cause a substantial percentage of the wafers
to be rejected or individual circuits to be nonfunctional. The success of the
Company's manufacturing operation will be largely dependent on its ability to
minimize such impurities and to maximize its yield of acceptable, high-quality
circuits. In this regard, the Company employs rigorous quality controls
throughout the manufacturing, screening and testing processes.

After fabrication, each silicon wafer is separated into individual die.
Functional die are connected to external leads by extremely fine wire and are
assembled into plastic packages. Each completed package is then inspected,
sealed and tested. The assembly process uses high-speed automatic systems such
as wire bonders, as well as semi-automatic plastic encapsulation and solder
systems. The Company tests its products at various stages in the manufacturing
process, performs high temperature burn-in on finished products and conducts
numerous quality control inspections throughout the entire production flow. In
addition, through the utilization of its proprietary AMBYX(R) line of
intelligent test and burn-in systems, the Company simultaneously conducts
circuit testing of all die during the burn-in process, improving quality and
reliability data, and reducing testing time and cost.

The Fab III wafer fab was converted to 8-inch wafer processing during fiscal
1996. Completion of the conversion of Fab I to 8-inch wafers is anticipated
prior to the end of calendar 1996. Completion of the Company's semiconductor
memory manufacturing facility in Lehi, Utah, is on indefinite hold. See "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations--Certain Factors--Manufacturing Risks and Volume Production."

PERSONAL COMPUTER SYSTEMS

The Company's PC system manufacturing process is designed to provide custom-
configured PC products to its customers, and includes assembling components,
loading software and testing each system prior to shipment. The Company's PC
systems are generally assembled to customer specifications. Parts and
components required for each customer order are selected from inventory and
are prepared for assembly into a customized PC system. The Company's desktop
PC systems are generally assembled in its own facilities. The Company's
notebook PC systems are designed to include feature sets defined by the
Company but are assembled by a third-party supplier and sent to the Company
for final custom configuration and testing.

CONTRACT MANUFACTURING

Nearly all of the products manufactured by the Company's contract
manufacturing operations are assembled utilizing surface mount technology
("SMT") whereby the leads on integrated circuits and other electronic
components are soldered to the surface of printed circuit boards. SMT assembly
requires expensive capital equipment and a high level of process expertise.
The Company has seven SMT lines in its Boise, Idaho facility, which are
currently being relocated to the Company's new Nampa, Idaho facility. In
addition, the Company has three SMT lines at its Durham, North Carolina
facility. The Company also utilizes chip on board ("COB") technology in its
manufacturing processes. This emerging technology in packaging is typically
utilized for high pin count integrated circuits.

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AVAILABILITY OF RAW MATERIALS

SEMICONDUCTOR MEMORY PRODUCTS

Raw materials utilized by the Company's semiconductor memory manufacturing
operation generally must meet exacting product specifications. The Company
generally uses multiple sources of supply, but the number of suppliers capable
of delivering certain raw materials is very limited. The availability of raw
materials, such as silicon wafers, molding compound and lead frames, may
decline due to the overall increase in worldwide semiconductor manufacturing.
Although shortages have occurred from time to time and lead times in the
industry have been extended on occasion, to date the Company has not
experienced any significant interruption in operations as a result of a
difficulty in obtaining raw materials for its semiconductor memory
manufacturing operations. Interruption of any one raw material source could
adversely affect the Company's operations.

PERSONAL COMPUTER SYSTEMS

The Company relies on third-party suppliers for its PC system components and
seeks to identify suppliers which can provide state-of-the-art technology,
product quality and prompt delivery at competitive prices. The Company
purchases substantially all of its PC components, subassemblies and software
from suppliers on a purchase order basis and generally does not have long-term
supply arrangements with its suppliers. Any interruption in the supply of any
of the components, subassemblies and software currently obtained from a single
source or relatively few sources, or a decrease in the general availability of
any other components, subassemblies or software used in the Company's PC
systems, could result in production delays and adversely affect the Company's
business and results of operations.

CONTRACT MANUFACTURING

The Company's contract manufacturing operations use numerous suppliers for
the electronic components and materials, including RAM components, used in its
operations. Shortages of certain types of electronic components have occurred
in the past and may occur in the future. The Company's contract manufacturing
operations procure its materials and components based on purchase orders
received and accepted from its customers while seeking to minimize its overall
level of inventory. Components shortages or price fluctuations could have an
adverse effect on the Company's business and results of operations.

MARKETING AND CUSTOMERS

SEMICONDUCTOR MEMORY PRODUCTS

The semiconductor memory industry is characterized by rapid technological
change, relatively short product life cycles, frequent product introductions
and enhancements, difficult product transitions and volatile market
conditions. Historically, the semiconductor industry, and the DRAM market in
particular, have been highly cyclical.

The Company's primary semiconductor memory products are essentially
interchangeable with, and have similar functionality to, products offered by
the Company's competition. Customers for the Company's semiconductor memory
products include major domestic computer manufacturers and others in the
computer, telecommunications and office automation industries. The Company
markets its semiconductor memory products worldwide through independent sales
representatives, distributors and its own direct sales force. The Company also
maintains semiconductor sales offices in the United Kingdom, Germany,
Singapore and Taiwan. Sales representatives are compensated on a commission
basis and obtain orders subject to final acceptance by the Company. Shipments
against these orders are made directly to the customer by the Company.
Distributors carry the Company's products in

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inventory and typically sell a variety of other semiconductor products,
including competitors' products. Semiconductor memory products sold through
distributors approximated 8%, 10% and 12% of total net sales of such products
in fiscal 1996, 1995 and 1994, respectively.

Many of MTI's customers require a thorough review or "qualification" of new
semiconductor memory products and processes which may take several months. As
the Company diversifies its product lines and reduces the die sizes of
existing memory products, acceptance of these products and processes is
subject to this qualification procedure. There can be no assurance that new
products or processes will be qualified for purchase by existing or potential
customers.

Sales to Compaq Computer Corporation represented approximately 11%, 11% and
13% of the Company's net sales of semiconductor memory products for fiscal
1996, 1995 and 1994, respectively. Sales to Intel Corporation represented
approximately 11% of the Company's net sales of semiconductor memory products
in fiscal 1995. No other customer individually accounted for 10% or more of
the Company's net sales of semiconductor memory products.

PERSONAL COMPUTER SYSTEMS

The Company's direct marketing approach is aimed toward PC users who
evaluate products based on performance, price, reliability, service and
support. The Company's PC customer base is comprised primarily of individuals,
small to medium sized businesses, and governmental and educational entities.
The Company markets its PC systems primarily by strategically placing
advertisements in personal computer trade publications, submitting its
products for review and evaluation by these publications and advertising its
products on its home page on the Internet. The Company also markets its PC
systems through direct-mail campaigns and sells a limited number of PCs
through its three factory outlet stores located in Idaho, Minnesota and Utah.
In addition, the Company sells its PC products through strategic relationships
with third parties having large government procurement contracts.

By focusing on the direct sales channel, the Company is able to avoid dealer
markups typically experienced in the retail sales channel, can limit inventory
carrying costs and can maintain closer contact with its target markets. Direct
sales orders are received primarily via telephone, facsimile and from the
Company's home page on the Internet. The Company's sales representatives
assist customers in determining system configuration, compatibility and
current pricing. Customers generally order systems configured with varying
feature sets differentiated by microprocessor speed, hard drive capacity,
amount of memory, monitor size and resolution and bundled software, as well as
other features. The Company offers its customers a variety of payment
alternatives, including commercial trade terms, lease financing, cash on
delivery, its own private label credit card and other credit cards.

CONTRACT MANUFACTURING

The Company markets its contract manufacturing services through a direct
sales force that interfaces with independent sales representatives and OEMs.
The Company's contract manufacturing marketing efforts include participating
in industry conferences and publishing articles in trade journals.

EXPORT SALES

Export sales totalled approximately $940 million for fiscal 1996, including
approximately $375 million to Europe, $320 million to Asia Pacific and
approximately $80 million to Japan. Export sales approximated $750 million and
$470 million for fiscal 1995 and 1994, respectively. Export sales are
transacted primarily in United States dollars. The Company incurs import
duties on sales into Europe of up to 7% of the product value.

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BACKLOG

SEMICONDUCTOR MEMORY PRODUCTS

The Company primarily manufactures and markets standard memory products. The
rate of booking new orders varies from month to month and depends upon the
ordering practices of individual customers. Cyclical industry conditions make
it difficult for many customers to enter into long-term, fixed-price
contracts. Orders for the Company's semiconductor memory products are
typically accepted with acknowledgment that the terms may be adjusted to
reflect market conditions at the delivery date. For the foregoing reasons, and
because of the possibility of customer changes in delivery schedules or
cancellation of orders without significant penalty, the Company does not
believe that its backlog of semiconductor memory products as of any particular
date is firm or a reliable indicator of actual sales for any succeeding
period.

PERSONAL COMPUTER SYSTEMS

Levels of unfilled orders for PC systems fluctuate depending upon component
availability, demand for certain products and the Company's production
schedules. Customers frequently change delivery schedules and orders depending
on market conditions and other reasons. Unfilled orders can be canceled by the
customer prior to shipment. As of August 29, 1996, the Company had unfilled
orders for PC systems of approximately $63 million compared to $46 million as
of August 31, 1995. The Company anticipates that substantially all of the
unfilled orders as of August 29, 1996, other than those subsequently canceled,
will be shipped within 45 days. Due to a customer's ability to cancel or
reschedule orders without penalty, industry seasonality and customer buying
patterns, unfilled orders may not be representative of actual sales for any
succeeding period.

CONTRACT MANUFACTURING

Backlog generally consists of purchase orders believed to be firm that are
expected to be filled within the next three months. Backlog for the Company's
contract manufacturing operations as of August 29, 1996 and August 31, 1995
was approximately $52 million and $95 million, respectively. The primary
reason for the decline from August 31, 1995 to August 29, 1996 was the decline
in selling prices for semiconductor memory. Because of variations in the
timing of orders, delivery intervals, material availability, customer and
product mix and delivery schedules, among other reasons, the Company's
contract manufacturing backlog as of any particular date may not be
representative of actual sales for any succeeding period.

PRODUCT WARRANTY

Consistent with semiconductor memory industry practice, the Company
generally provides a limited warranty that its semiconductor memory and
contract manufactured products are in compliance with specifications existing
at the time of delivery. Liability for a stated warranty period is usually
limited to replacement of defective items or return of amounts paid.

Customers may generally return PC products within 30 days after shipment for
a full refund of the purchase price. The Company generally sells each PC
system with the Micron PowerWarranty, a five-year limited warranty on the
microprocessor and main memory in its PC systems and a three-year limited
warranty on the remaining hardware, covering repair or replacement for defects
in workmanship or materials.

COMPETITION

SEMICONDUCTOR MEMORY PRODUCTS

The Company's semiconductor memory operations experience intense competition
from a number of substantially larger foreign and domestic companies,
including Fujitsu, Ltd., Hitachi, Ltd., Hyundai

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Electronics, Co., Ltd., Mitsubishi Electric Corp., Motorola, Inc., NEC Corp.,
Samsung Semiconductor, Inc., LG Semicon, Texas Instruments Incorporated and
Toshiba Corporation. The Company has captured only a small percentage of the
semiconductor memory market and may be at a disadvantage in competing against
larger manufacturers with significantly greater capital resources or
manufacturing capacities, larger engineer and employee bases, larger portfolios
of intellectual property and more diverse product lines. The Company's larger
competitors may also have long-term advantages in research and new product
development and in their ability to withstand current or future downturns in
the semiconductor memory market. In addition, the Company believes its
competitors have sufficient resources and manufacturing capacity to influence
market pricing.

Although recently some of the Company's competitors have announced
adjustments to the rate at which they will implement capacity expansion
programs, many of the Company's competitors have already added new wafer
fabrication facilities, significantly increasing worldwide capacity for the
production of semiconductor memory products. Excess supply resulting from
increased worldwide semiconductor manufacturing capacity, improved
manufacturing yields and changes in demand for semiconductor memory have
resulted in downward pricing pressure.

PERSONAL COMPUTER SYSTEMS

Competition in the PC industry is based primarily upon performance, price,
reliability, service and support. The PC industry is highly competitive and
has been characterized by intense pricing pressure, rapid technological
advances in hardware and software, frequent introduction of new products, low
gross margin percentages and rapidly declining component costs. The Company
believes that the rate of growth in worldwide sales of PC systems,
particularly in the United States, where the Company sells a substantial
majority of its PC systems, has declined and may remain below the growth rates
experienced in recent years. Any general decline in demand, or a decline in
the rate of increase of demand, for PC systems could increase price
competition and could have a material adverse effect on the Company's business
and results of operations. To remain competitive, the Company must frequently
introduce new products and price its products and offer customers lead times
comparable to its competitors. In addition, to remain competitive, MEI
generally reduces the selling prices of its PC systems in connection with
declines in its cost of components. The Company competes with a number of PC
manufacturers which sell their products primarily through direct channels,
including Dell Computer, Inc. and Gateway 2000, Inc. The Company also competes
with PC manufacturers, such as Apple Computer, Inc., Compaq Computer
Corporation, Hewlett Packard Company, International Business Machines
Corporation and Toshiba Corporation, among others, which have traditionally
sold their products through national and regional distributors, dealers and
value added resellers, retail stores and direct sales forces. Many of the
Company's PC competitors offer broader product lines and have substantially
greater financial, technical, marketing and other resources than the Company
and may enjoy access to more favorable component volume purchasing
arrangements than does the Company. In addition, as a result of PC industry
standards, the Company and its competitors generally use many of the same
components, typically from the same set of suppliers, which limits the
Company's ability to technologically and functionally differentiate its
products. In the future, the Company expects to face increased competition in
the U.S. direct sales market from foreign PC suppliers and from indirect
domestic suppliers of PC products that decide to implement, or devote
additional resources to, a direct sales strategy. In order to gain an
increased share of the U.S. PC direct sales market, these competitors may
effect a pricing strategy that is more aggressive than the current pricing in
the direct sales market. The Company's ability to continue to produce
competitively priced products and to maintain existing gross margin
percentages will depend, in large part, on the Company's ability to sustain
high levels of sales and contain and reduce manufacturing and component costs.
Any failure by the Company to transition to new products effectively or to
accurately forecast demand for its products may adversely affect the Company's
business and results of operations.

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CONTRACT MANUFACTURING

The contract manufacturing industry is highly competitive. The Company's
contract manufacturing operations compete against numerous domestic and
offshore contract manufacturers, including a significant number of local and
regional companies. In addition, the Company competes against in- house
manufacturing capabilities of certain of its existing customers as well as
with certain large computer manufacturers which also offer third-party
contract manufacturing services. The Company's contract manufacturing
competitors include, among others, Avex Electronics, Inc., Benchmark
Electronics, Inc., Celestica Inc., DOVAtron International, Inc., Flextronics
International, Group Technologies Corporation, Jabil Circuits, Inc., Sanmina
Corporation, SCI Systems, Inc. and Solectron Corporation. Many of the
Company's competitors have substantially greater manufacturing, financial and
marketing resources than the Company and have manufacturing operations at
multiple domestic and overseas locations.

The Company believes the significant competitive factors in contract
manufacturing include service, quality, price, technology, location and the
ability to offer flexible delivery schedules and deliver finished products on
an expeditious and timely basis in accordance with customers' expectations.
There can be no assurance that the Company will compete successfully in the
future with regard to these factors. The Company may be at a disadvantage as
to certain competitive factors when compared to manufacturers with greater
resources than the Company, substantial offshore facilities or substantially
larger domestic facilities. In order to remain competitive, the Company may be
required to expand its contract manufacturing capacity and may be required to
establish additional international operations. There can be no assurance the
Company will be successful in expanding its contract manufacturing operations
on a timely and efficient basis. The failure to do so could have a material
adverse effect on the Company's business and results of operations.

RESEARCH AND DEVELOPMENT

Rapid technological change and intense price competition place a premium on
both new product and new process development efforts. The Company's continued
ability to compete in the semiconductor memory market will depend in part on
its ability to continue to develop technologically advanced products and
processes, of which there can be no assurance. Research and development is
being performed in strategic areas related to the Company's semiconductor
expertise. Total research and development expenditures for the Company were
$192 million, $129 million and $83 million in fiscal 1996, 1995 and 1994,
respectively.

Research and development expenses vary primarily with the number of wafers
and personnel dedicated to new product and process development. The Company's
research and development efforts are currently focused principally on further
development of shrink versions of the 16 Meg DRAM. Development efforts are
also focused on 16 Meg and 64 Meg SDRAM and a move from .35 (mu) process
technology to .25 (mu) and .18 (mu) process technology. Other research and
development efforts are currently devoted to design of the 64 Meg, 256 Meg and
1 Gig DRAMs, and design and development of new technologies including remote
intelligent communications products and Flash semiconductor memory products.

The Company maintains a PC research and development operation which had
approximately 30 employees as of August 29, 1996. This research and
development group focuses its efforts on PC systems, including: motherboards;
core logic; embedded PCs, such as those used in point of sale terminal and
telecommunication systems; PC BIOS development; and other PC products the
Company may choose to develop.

PATENTS AND LICENSES

As of August 29, 1996, the Company owned approximately 1,100 United States
patents and 85 foreign patents relating to the use of its products and
processes. In addition, the Company has

9
<PAGE>

numerous United States and foreign patent applications pending. There can be
no assurance that patents will be issued for such applications or that any
patents, if issued, will be determined to be valid. The Company intends to
continue to seek patent protection on its significant patentable technology.

The Company has entered into several cross-license agreements with third
parties. The agreements typically require one-time and/or periodic royalty
payments and expire at various times. One-time payments are typically
capitalized and amortized over the shorter of the estimated useful life of the
technology, the patent term or the term of the agreement. Royalty and other
product and process technology expenses were $150 million, $203 million and
$128 million in fiscal 1996, 1995 and 1994, respectively. In the future, it
may be necessary or advantageous for the Company to obtain additional patent
licenses or to renew existing license agreements. The Company is unable to
predict whether these license agreements can be obtained or renewed on terms
acceptable to the Company. Failure to obtain or renew such licenses could
result in litigation and the attendant cost and diversion of resources
associated therewith and could also result in material changes in the
Company's production processes or products. An adverse decision on any such
litigation or a requirement to effect material changes could have a material
adverse effect on the Company's business and results of operations. See "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations--Certain Factors--Intellectual Property Matters."

EMPLOYEES

As of August 29, 1996, MTI had approximately 9,900 full-time employees,
including approximately 6,900 in the semiconductor memory manufacturing
operation (including component recovery operations), 1,950 in the PC operation
and 750 in the contract manufacturing operation. Employment levels can vary
depending on market conditions and the level of utilization of the Company's
production, research and product and process development and administrative
support activities. Many of the Company's employees are highly-skilled and the
Company's continued success will depend in part upon its ability to retain
such employees. None of the Company's employees are represented by a labor
organization, the Company has never had a work stoppage as a result of labor
issues and the Company considers relations with employees to be satisfactory.

ENVIRONMENTAL COMPLIANCE

Government regulations impose various environmental controls on the
discharge of chemicals and gasses used in the Company's manufacturing
processes. The Company believes that its activities conform to present
environmental regulations. While the Company has not experienced any
materially adverse effects on its operations from government regulations,
there can be no assurance that changes in such regulations will not impose the
need for additional capital equipment or other compliance requirements.
Additionally, the extensive process required to obtain permits for expansion
of the Company's facilities may impact how quickly the Company can respond to
increases in market demand.

10
<PAGE>

OFFICERS AND DIRECTORS OF THE REGISTRANT

The officers and directors of the Company and their ages as of September 30,
1996 are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Steven R. Appleton...... 36 Chief Executive Officer, President and Chairman of
the Board of Directors
Donald D. Baldwin....... 36 Vice President, Sales
Kipp A. Bedard.......... 37 Vice President, Corporate Affairs
Eugene H. Cloud......... 54 Vice President, Marketing
Robert M. Donnelly...... 57 Vice President, SRAM Design and Product Engineering
D. Mark Durcan.......... 35 Vice President, Process Research & Development
Jay L. Hawkins.......... 36 Vice President, Manufacturing Administration
Edward J. Heitzeberg.... 50 Vice President, DRAM Design, Product Engineering
and Quality Assurance
Leo B. Jurica........... 46 Vice President, Lehi Operations
Roderic W. Lewis........ 41 Vice President, General Counsel and Corporate Secretary
Nancy M. Self........... 42 Vice President, Administration
Steven L. Stout......... 45 Vice President, Facilities
Wilbur G. Stover, Jr. .. 43 Chief Financial Officer and Vice President, Finance
Jerry M. Hess........... 58 Director
Robert A. Lothrop....... 70 Director
Thomas T. Nicholson..... 60 Director
Don J. Simplot.......... 61 Director
John R. Simplot......... 87 Director
Gordon C. Smith......... 67 Director
</TABLE>

Steven R. Appleton joined MTI in February 1983 and has served in various
capacities with the Company and its subsidiaries. Mr. Appleton first became an
officer of MTI in August 1989 and has served in various officer positions,
including overseeing the Company's semiconductor operations as President and
Chief Executive Officer of Micron Semiconductor, Inc. ("MSI"), then a wholly-
owned subsidiary of MTI, from July 1992 to November 1994. Except for a nine
day period in January 1996, since May 1994 Mr. Appleton has served as a member
of MTI's Board of Directors and since September 1994 Mr. Appleton has served
as the Chief Executive Officer, President and Chairman of the Board of
Directors of MTI. Mr. Appleton also serves as a member of the Board of
Directors of MEI. Mr. Appleton holds a BA in Business Management from Boise
State University.

Donald D. Baldwin joined MTI in April 1984 and has served in various
capacities with the Company and its subsidiaries. Mr. Baldwin first became an
officer of MTI in May 1991 and has served in various officer positions,
including Vice President, Sales of MSI from July 1992 to November 1994.
Mr. Baldwin has served as Vice President, Sales for MTI since November 1994.
Mr. Baldwin holds a BA in Marketing from Boise State University.

Kipp A. Bedard joined MTI in November 1983 and has served in various
manufacturing and sales positions with the Company and its subsidiaries. Mr.
Bedard first became an officer of MTI in April 1990 and has served in various
officer positions, including Vice President, Corporate Affairs of MSI from
July 1992 to January 1994. Mr. Bedard has served as Vice President, Corporate
Affairs for MTI since January 1994. Mr. Bedard holds a BBA in Accounting from
Boise State University.

Eugene H. Cloud joined MTI in January 1985 and has served in various
capacities with the Company and its subsidiaries. Mr. Cloud first became an
officer of MTI in April 1990 and has served in various officer positions,
including Vice President, Marketing of MSI from July 1992 to November

11
<PAGE>

1994. Mr. Cloud has served as Vice President, Marketing for MTI since November
1994. Mr. Cloud holds a BS in Electrical Engineering from Texas A&M University
and a MS in Electrical Engineering from Arizona State University.

Robert M. Donnelly joined MTI in September 1988 and has served in various
technical positions with the Company and its subsidiaries. Mr. Donnelly first
became an officer of MTI in August 1989 and has served in various officer
positions, including Vice President, SRAM Products Group of MSI from July 1992
to November 1994. Mr. Donnelly was named Vice President, SRAM Products Group
for MTI in November 1994. Mr. Donnelly has served as Vice President, SRAM
Design and Product Engineering for MTI since October 1995. Mr. Donnelly holds
a BS in Electrical Engineering from the University of Louisville.

D. Mark Durcan joined MTI in 1984 as a diffusion engineer. Since that time
he has held a series of positions of increasing responsibility with the
Company and its subsidiaries, including Manager of Process Research and
Development. Since July 1996, Mr. Durcan has served as Vice President, Process
Research and Development. Mr. Durcan holds a BS and MS in Chemical Engineering
from Rice University.

Jay L. Hawkins joined MTI in March 1984 and has served in various
manufacturing positions for the Company and its subsidiaries, including
Director of Manufacturing for MSI from July 1992 to November 1994 and Director
of Manufacturing for MTI from November 1994 to February 1996. Since February
1996, Mr. Hawkins has served as Vice President, Manufacturing Administration.
Mr. Hawkins holds a BBA in Marketing from Boise State University.

Edward J. Heitzeberg joined MTI in January 1984 and has served in various
technical positions with the Company and its subsidiaries. Mr. Heitzeberg
first became an officer of MTI in August 1989 and has served in various
officer positions, including Vice President, Quality of MSI from July 1992 to
November 1994 and Vice President, Quality of MTI from November 1994 to October
1995. Since November 1994, Mr. Heitzeberg has performed the duties of Vice
President, DRAM Design, Product Engineering and Quality Assurance of MTI. From
February 1996 through September 1996, Mr. Heitzeberg served as a member of the
MTI Board of Directors. Mr. Heitzeberg holds a BS in Electrical Engineering
from the University of Texas and a MS in Electrical Engineering from Southern
Methodist University.

Leo B. Jurica joined MTI in March 1983 and has served in various positions
for the Company and its subsidiaries, including Manager of Special Projects
for MSI from July 1992 to November 1994. Since February 1996, Mr. Jurica has
served as Vice President, Lehi Operations for MTI.

Roderic W. Lewis joined MTI in 1991 as Associate General Counsel. He became
Assistant General Counsel in 1993. From April 1995 to July 1996, Mr. Lewis
served as Vice President, General Counsel and Corporate Secretary for MEI.
Since July 1996, Mr. Lewis has served as Vice President, General Counsel and
Corporate Secretary for MTI. Mr. Lewis holds a BA in Economics and Asian
Studies from Brigham Young University and a JD from Columbia University School
of Law.

Nancy M. Self joined MTI in February 1988 as a benefits specialist. In July
1988, she was named Benefits Manager and served in that position until July
1989, when she was named Risk Manager. Since March 1993, Ms. Self has served
as Vice President, Administration. Ms. Self holds a BA in Consumer Economics
from Idaho State University and an MBA from Boise State University.

Steven L. Stout joined MTI in September 1983 and has served in various
positions for the Company and its subsidiaries, including Plant Operations
Manager for MSI from January 1993 to November 1994. Since February 1996, Mr.
Stout has served as Vice President, Facilities for MTI.

12
<PAGE>

Wilbur G. Stover, Jr. joined MTI in June 1989 and has served in various
financial positions with the Company and its subsidiaries, including
Controller from February 1990 to July 1992 and Vice President, Finance and
Chief Financial Officer of MSI from August 1992 to September 1994. Since
September 1994, Mr. Stover has served as MTI's Chief Financial Officer and
Vice President, Finance. From October 1994 through September 1996, Mr. Stover
served as a member of the MTI Board of Directors. Mr. Stover holds a BA in
Business Administration from Washington State University.

Jerry M. Hess has served as Chairman and Chief Executive Officer of J.M.
Hess Construction Company, Inc. since 1959. Mr. Hess was elected to the Board
of Directors of MTI in 1994. Mr. Hess also serves as a director of MEI.

Robert A. Lothrop served as Senior Vice President of the J.R. Simplot
Company, a food processing, fertilizer and agricultural chemicals
manufacturing company, from January 1986 until his retirement in January 1991.
He was elected to the Board of Directors of MTI in 1986. In 1992, he was
elected to the Board of Directors of MSI and resigned as a director of MTI.
Mr. Lothrop was re-elected to MTI's Board of Directors in 1994. Mr. Lothrop
also serves as a director of MEI.

Thomas T. Nicholson serves as Vice President of Honda of Seattle. Mr.
Nicholson also serves as President of Mountain View Equipment, a farm
equipment dealership, and is a partner of CL&T Land & Livestock. He has served
on MTI's Board of Directors since 1980.

Don J. Simplot served as the President of Simplot Financial Corporation, a
wholly-owned subsidiary of the J.R. Simplot Company, from February 1985 until
January 1992. In April 1994, Mr. Don J. Simplot was appointed as a member of
the Office of the Chairman of the J.R. Simplot Company. He has served on the
Board of Directors of MTI since 1982. Mr. Don Simplot is also a Director of
AirSensors, Inc., an alternative fuel conversion equipment company.

John R. Simplot founded and served as the Chairman of the Board of Directors
of the J.R. Simplot Company prior to his retirement in April 1994. Mr. John R.
Simplot currently serves as Chairman Emeritus of the J.R. Simplot Company. He
has served on MTI's Board of Directors since 1980. Mr. Simplot also serves as
a director of MEI.

Gordon C. Smith served in various management positions from July 1980 until
January 1992 for Simplot Financial Corporation, a wholly-owned subsidiary of
the J.R. Simplot Company. From May 1988 until his retirement in March 1994,
Mr. Smith served as the President and Chief Executive Officer of the J.R.
Simplot Company. He was elected to the Board of Directors of MTI in 1990.

Effective as of September 29, 1996, Edward J. Heitzeberg, Tyler A. Lowrey
and Wilbur G. Stover, Jr. resigned as directors of MTI. The Board of Directors
of MTI has formed a nominating committee to identify potential independent
directors who have outside industry expertise and experience. Mr. Stover
continues to serve as Chief Financial Officer and Vice President, Finance, and
Mr. Heitzeberg remains as Vice President, DRAM Design, Product Engineering and
Quality Assurance. Mr. Lowrey, who formerly served as Chief Operations Officer
of the Company, is currently expected to focus his efforts on research and
development of advanced process technology. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Certain Factors--Dependence on Key Personnel."

There is no family relationship between any director or executive officer of
the Company, except between John R. Simplot and Don J. Simplot, who are father
and son, respectively.

13
<PAGE>

ITEM 2. PROPERTIES

The Company's principal semiconductor manufacturing, engineering,
administrative, and support facilities are located on an approximately 820
acre site in Boise, Idaho. All facilities have been constructed since 1981 and
are owned by the Company. The Company has approximately 1.9 million square
feet of building space at this primary site. Of the total, approximately
515,000 square feet is production space, 571,000 square feet is facility
support space, and 808,000 square feet is office and other space.

The Company's principal PC manufacturing, contract manufacturing and
component recovery operations are located on a 100 acre site in Nampa, Idaho.
All facilities are owned by the Company. The Company has approximately 577,000
square feet of building space at the Nampa site. Of the total, approximately
136,000 square feet is PC manufacturing space, 146,000 square feet is contract
manufacturing space, 40,000 square feet is component recovery space, and the
balance is office and other space. The Company has a 60,000 square feet leased
facility in Minneapolis, Minnesota for sales, support and administration of PC
operations as well as a 61,000 square foot leased facility in Durham, North
Carolina, with approximately 43,000 square feet for contract manufacturing
space and 18,000 square feet for office and other space.

In fiscal 1995 the Company initiated construction of an approximate 2
million square foot semiconductor memory manufacturing facility in Lehi, Utah.
The completion of the Lehi facility is on indefinite hold. As of August 29,
1996, the Company had incurred construction costs of approximately $600
million to build the facility. Market conditions for semiconductor memory
products will dictate if and when the Lehi complex is completed and production
begins.

Equipment with a book value of approximately $301 million is pledged as
collateral for outstanding debt and capital leases as of August 29, 1996.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party in various legal actions arising out of the normal
course of business, none of which is expected to have a material effect on the
Company's business and results of operations. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Certain Factors."

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal 1996.

14
<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET FOR COMMON STOCK

Micron Technology, Inc.'s common stock is listed on the New York Stock
Exchange and is traded under the symbol "MU." The following table represents
the high and low sales prices for the Company's common stock for each quarter
of fiscal 1996 and 1995, as reported by The Wall Street Journal. All stock
prices have been restated to reflect a 2 for 1 stock split (to shareholders of
record as of May 4, 1995) effected in the form of a stock dividend.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
1996:
4th quarter.................... $32.125 $17.250
3rd quarter.................... 38.375 28.500
2nd quarter.................... 54.750 30.875
1st quarter.................... 94.375 47.750
1995:
4th quarter.................... $78.000 $44.750
3rd quarter.................... 50.750 32.563
2nd quarter.................... 33.125 19.938
1st quarter.................... 21.625 15.250
</TABLE>

HOLDERS OF RECORD

As of August 29, 1996, there were 12,379 shareholders of record of the
Company's Common Stock.

DIVIDENDS

The Company declared and paid cash dividends totaling $0.15 during fiscal
1996, $0.15 during fiscal 1995 and $0.06 in fiscal 1994. Future dividends, if
any, will vary depending on the Company's profitability and anticipated
capital requirements.

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
-------- -------- -------- ------ ------
(AMOUNTS IN MILLIONS, EXCEPT FOR PER
SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net sales............................. $3,653.8 $2,952.7 $1,628.6 $828.3 $506.3
Gross margin.......................... 1,455.4 1,624.0 839.2 311.1 116.0
Operating income...................... 944.5 1,308.0 625.1 167.1 13.9
Net income............................ 593.5 844.1 400.5 104.1 6.6
Fully diluted earnings per share...... 2.76 3.90 1.90 0.51 0.03
Cash dividend declared per share...... 0.15 0.15 0.06 0.01 0.01
Current assets........................ 964.0 1,274.1 793.2 440.1 227.0
Property, plant and equipment, net.... 2,708.1 1,385.6 663.5 437.8 396.3
Total assets.......................... 3,751.5 2,774.9 1,529.7 965.7 724.5
Current liabilities................... 664.5 604.8 274.2 210.8 106.1
Long-term debt........................ 314.6 129.4 124.7 54.4 61.5
Shareholders' equity.................. 2,502.0 1,896.2 1,049.3 639.5 511.2
</TABLE>

See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations--Certain Factors."

15
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion contains trend information and other forward
looking statements that involve a number of risks and uncertainties. The
Company's actual results could differ materially from the Company's historical
results of operations and those discussed in the forward-looking statements.
Factors that could cause actual results to differ materially include, but are
not limited to, those identified in "Certain Factors." All period references
are to the Company's fiscal periods ended August 29, 1996, August 31, 1995 or
September 1, 1994, unless otherwise indicated.

OVERVIEW

The Company designs, develops, manufactures and markets semiconductor memory
products, primarily DRAM, for use in PCs. Through its majority-owned
subsidiary, MEI, the Company also designs, develops, markets, manufactures and
supports Micron brand PC systems, and operates a contract manufacturing and
component recovery business.

The Company's semiconductor memory products are commodity products, the
price and profitability of which are highly dependent on overall supply-demand
dynamics in the industry. Historically, the semiconductor memory industry has
experienced declines in average selling prices commensurate with the
industry's ability to reduce cost per megabit. Consequently, the Company's
operating results are significantly affected by the Company's ability to
reduce cost per megabit commensurate with, or at a rate greater than,
reductions in average selling prices. Cost reductions are effected through
design and ramp up of shrink products, maximizing yield of good die produced
and maximizing equipment capacity utilization. The Company's gross margins
from fiscal 1993 through fiscal 1995 benefited from the Company's ability to
effect such cost reductions while DRAM average sales prices remained
relatively stable. From December 1995 through August 1996, the average selling
price of the Company's 4 Meg DRAM fell 78% as industry supply exceeded demand.
Gross margins for the three fiscal quarters ended August 29, 1996 decreased
sequentially as a result of the sharp decline in average selling prices for
semiconductor memory products at a rate exceeding the Company's ability to
effect cost reductions for such products.

As DRAM prices have fallen and as unit shipments of PC systems have
increased, the Company's consolidated operating results have been increasingly
affected by the results of the PC operations of MEI. While sales of PC
systems, less the sales of the Company's semiconductor memory included
therein, constituted approximately 31% of the Company's total net sales for
fiscal 1996, such sales in the fourth quarter of fiscal 1996 constituted
approximately 50% of the Company's total net sales. Unit sales of PC systems
increased in fiscal 1996 compared to fiscal 1995 principally due to increased
name recognition and market acceptance of Micron brand PC products. While
sales of PC systems generally continued to have a lower gross margin
percentage than sales of the Company's semiconductor memory products in 1996,
the gross margin percentage on sales of PC systems increased in 1996 compared
to 1995 and was higher than the gross margin percentage on sales of
semiconductor memory products in the fourth quarter of fiscal 1996. Any
reduction in MTI's ownership percentage of MEI, whether caused by future
dispositions of shares of common stock of MEI by MTI or issuances of shares of
common stock by MEI, will have the effect of reducing MTI's share of future
results of operations of MEI.

RESULTS OF OPERATIONS

Net income for 1996 was $593 million, or $2.76 per fully diluted share, on
net sales of $3,654 million. The higher level of net sales in 1996 principally
resulted from increased production of semiconductor memory products and an
increase in PC system sales, which were offset in part by a sharp decline in
average selling prices for semiconductor memory products. The decrease in
average selling prices for the Company's semiconductor memory products in 1996
at a rate faster than the Company's reductions in cost per megabit resulted in
lower net income in 1996 as compared to 1995. Net income for 1995 was $844
million, or $3.90 per fully diluted share, on net sales of $2,953 million.

16
<PAGE>

The Company's results of operations in fiscal 1996 were adversely affected
by a restructuring charge of $29.6 million associated with the discontinuation
of sales of ZEOS brand PC systems and the closing of the related PC
manufacturing operations in Minneapolis, Minnesota.

NET SALES

The following table presents the Company's net sales by principal product or
service. The caption "Other" principally includes revenue from contract
manufacturing and from module assembly services. Net sales of semiconductor
memory products include sales of such products incorporated in MEI personal
computer systems and other products. Corresponding amounts excluded from sales
of personal computer systems and other products ($183.7 million, $182.5
million and $81.6 million in 1996, 1995 and 1994, respectively) equal the
aggregate purchase prices paid by MEI to MTI for semiconductor memory
products.

<TABLE>
<CAPTION>
1996 1995 1994
-------------------- -------------------- --------------------
NET SALES % OF TOTAL NET SALES % OF TOTAL NET SALES % OF TOTAL
--------- ---------- --------- ---------- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Semiconductor memory
products............... $2,210.0 60% $2,287.0 77% $1,367.5 84%
Personal computer
systems................ 1,128.3 31 429.1 15 73.7 5
Other................... 315.5 9 236.6 8 187.4 11
-------- --- -------- --- -------- ---
Total net sales....... $3,653.8 100% $2,952.7 100% $1,628.6 100%
======== ======== ========
</TABLE>

Net sales in 1996 increased by 24% over 1995, principally due to a higher
level of production of semiconductor memory and a higher level of net sales of
PC systems. The effect on net sales of increased production of semiconductor
memory products was offset by a sharp decline in average selling prices. Net
sales of semiconductor memory products declined as a percentage of total net
sales to 60% in 1996 from 77% in 1995, due to the sharp decline in average
selling prices for semiconductor memory products and continued growth of the
Company's PC system sales. The Company's principal product in 1996 was the 4
Meg DRAM, which comprised approximately 87% of the net sales of the
semiconductor memory products, and 53% of total net sales. Net sales of the 4
Meg DRAM were 87% and 76% of net sales of semiconductor memory products in
1995 and 1994, respectively. In 1996, total megabits produced increased
approximately 95% and megabits shipped increased by approximately 77% from
1995 levels. These increases were principally due to the conversion of FAB III
to 8-inch wafers, ongoing transitions to successive shrink versions of
existing memory products, particularly the 4 Meg DRAM, a 17% increase in total
wafer outs, a shift in the Company's mix of semiconductor memory products to a
higher average density and enhanced yields on existing memory products.

Net sales of PC systems, less sales to MEI of the Company's semiconductor
memory included therein, increased to approximately 31% of the Company's total
net sales for 1996 from 15% and 5% in 1995 and 1994, respectively, primarily
due to significantly higher unit sales of PC systems and, to a lesser extent,
higher average selling prices for PC systems. Unit sales of PC systems
increased in 1996 compared to 1995, principally due to increased name
recognition and market acceptance of Micron brand desktop PC products.
Increased sales to governmental entities and increased sales of notebook
systems also contributed to higher overall unit sales.

Net sales in 1995 increased by 81% compared to 1994 principally due to
relatively stable prices for semiconductor memory products and the
comparatively higher volume of semiconductor memory produced in 1995. Total
megabits produced increased by approximately 74% in 1995 compared to 1994,
principally as a result of ongoing transitions to successive shrink versions
of then existing products, a shift in the Company's mix of semiconductor
memory products to a higher average density and enhanced yields on then
existing memory products. Net sales of PC systems, less the value of the
Company's semiconductor memory included therein, increased to approximately
15% of the Company's total net sales for 1995 from 5% in 1994. PC system sales
increased principally due to increased demand for the Company's PC systems as
a result of greater brand name recognition and market acceptance of such
products.

17
<PAGE>

GROSS MARGIN

<TABLE>
<CAPTION>
1996 % CHANGE 1995 % CHANGE 1994
-------- -------- -------- -------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Gross margin...................... $1,455.4 (10.4)% $1,624.0 93.5% $839.2
as a % of net sales............... 39.8% 55.0% 51.5%
</TABLE>

The Company's gross margin percentage in 1996 was lower than in 1995
primarily as a result of lower average selling prices for semiconductor memory
products and higher net sales of PC systems as a percentage of total net
sales. The Company's gross margin percentage on sales of semiconductor memory
products for 1996 was 56%, compared to 65% and 57% in 1995 and 1994,
respectively. The lower gross margin percentage on sales of semiconductor
memory products in 1996 was principally due to a sharp decline in average
selling prices for such products as compared to more gradual decreases in per
megabit manufacturing costs. Decreases in the Company's manufacturing costs
per megabit were achieved through significant increases in volume production
which principally resulted from greater number of die per wafer achieved
through conversion of Fab III to 8-inch wafers, transitions to shrink versions
of existing products, improved manufacturing yields, increased wafer output
and a shift in the Company's mix of semiconductor memory products to higher
density devices. The lower gross margin percentage on sales of semiconductor
memory products in 1996 was partially offset by the effect of a net reduction
of approximately $55.0 million in accruals recorded in prior years relating to
product and process rights contingencies for both semiconductor and personal
computer operations.

Sales of PC systems generally had a lower gross margin percentage than sales
of the Company's semiconductor memory products in 1996. However, the gross
margin percentage on sales of PC systems increased in 1996 compared to 1995
primarily as a result of improved component costs and improved inventory
management. In addition, increased sales of notebook PC products favorably
affected the gross margin percentage on sales of PC systems. While sales of PC
systems generally continued to have a lower gross margin percentage than sales
of the Company's semiconductor memory products in fiscal 1996, the gross
margin percentage on sales of PC systems was higher in the fourth quarter of
fiscal 1996 than the gross margin percentage on sales of semiconductor memory
products.

Cost of goods sold includes estimated costs of settlement or adjudication of
asserted and unasserted claims for patent infringement prior to the balance
sheet date and costs of product and process technology licensing arrangements.
Product and process technology costs decreased as a percentage of total net
sales in 1996 principally due to the higher level of net sales of PC systems
in 1996 which are subject to generally lower royalty costs compared to the
Company's semiconductor memory products, and due to the resolution of
contingencies for product and process technology rights.

The slight increase in gross margin percentage for 1995 compared to 1994 was
principally due to relatively stable prices as compared to reductions in cost
per megabit of memory sold for DRAM products. Reductions in cost per megabit
of memory sold were realized primarily from a combination of increased wafer
output, yield improvements, die shrinks and transitions to generally higher
density memory products. This slight increase in gross margin percentage was
offset in part by higher net sales of PC systems as a percentage of net sales.
Sales of PC systems generally had a lower gross margin percentage than sales
of the Company's semiconductor memory products in 1995.

SELLING, GENERAL AND ADMINISTRATIVE

<TABLE>
<CAPTION>
1996 % CHANGE 1995 % CHANGE 1994
------ -------- ------ -------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Selling, general and
administrative................. $289.4 54.6% $187.2 43.2% $130.7
as a % of net sales............. 7.9% 6.3% 8.0%
</TABLE>

18
<PAGE>

The higher level of selling, general and administrative expenses for 1996 as
compared to 1995 principally resulted from a higher level of personnel costs
associated with the increased number of administrative employees and sales and
technical support employees in the Company's PC operations and, to a lesser
extent, increased legal costs associated with the development and resolution of
product and process technology rights and contingencies, advertising costs for
the Company's PC operations and depreciation expense resulting from the addition
of new computer equipment in late 1995 and 1996. In addition, selling, general
and administrative expenses for 1996 reflect an approximate $21 million pretax
gain from the disposal of equipment, compared to a $7 million pretax gain in
1995. During the fourth quarter of fiscal 1996, the Company charged operations
with a $9 million accrual relating to revisions of estimates for selling costs
associated with sales of PC systems.

The higher level of selling, general and administrative expenses for 1995 as
compared to 1994 principally resulted from a higher level of personnel costs
associated with the Company's profit sharing programs, an increased number of
administrative employees and, to a lesser extent, increased advertising costs
and credit card processing fees associated with the increased level of sales
from the Company's PC operations. Such increases were partially offset by a
reduction in legal fees compared to 1994 primarily resulting from the
Company's resolution of product and process technology rights contingencies.

RESEARCH AND DEVELOPMENT

<TABLE>
<CAPTION>
1996 % CHANGE 1995 % CHANGE 1994
------ -------- ------ -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Research and development........... $191.9 49.0% $128.8 54.4% $83.4
as a % of net sales................ 5.3% 4.4% 5.1%
</TABLE>

INCOME TAX PROVISION

<TABLE>
<CAPTION>
1996 % CHANGE 1995 % CHANGE 1994
------ -------- ------ -------- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Income tax provision..................... $357.0 (29.5)% $506.4 125% $225.3
</TABLE>

The effective tax rate for 1996 was 37.6%, which primarily reflects the
statutory corporate tax rate and the net effect of state taxation. The
effective tax rates for 1995 and 1994 were 37.5% and 36.0%, respectively. The
changes in the effective tax rates were principally due to the change in the
mix of income among taxing jurisdictions and the utilization of state tax
credits as a percentage of pretax income. State income taxes have been reduced
by state tax credits. As of June 1996, MEI was not consolidated with MTI for
federal income tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

As of August 29, 1996, the Company had cash and liquid investments totaling
$287 million, representing a decrease of $269 million during 1996.
Approximately $115 million of the Company's consolidated cash and liquid
investments were held by MEI. Cash generated from operations by MEI is not
readily available or anticipated to be available to finance operations or
other expenditures of MTI.

19
<PAGE>

The Company's principal sources of liquidity during 1996 were cash flows
from operations of $1,061 million, equipment financing of $273 million and net
borrowings under the Company's bank credit agreements of $90 million. The
principal uses of funds in 1996 were $1,426 million for property, plant and
equipment and $281 million for repayments of equipment contracts and long-term
debt.

Cash flows from operations for fiscal 1996 were slightly higher than cash
flows from operations in fiscal 1995. Cash flows from operations are
significantly affected by average selling prices and variable cost per megabit
for the Company's semiconductor memory products. For example, the Company
estimates that each reduction in average selling prices of $0.25 per megabit
reduced the Company's cash flows by approximately $200 million in fiscal 1996.
In the future, to the extent that the Company's level of production increases,
similar price decreases may have an even more significant impact. In 1996, the
rate of decline in average selling prices for semiconductor memory products
surpassed the rate at which the Company was able to decrease costs per
megabit, and as a result the Company's cash flows were significantly adversely
affected, particularly in the second half of fiscal 1996. In the event that
average selling prices were to continue to decline faster than the rate at
which the Company is able to decrease costs of production, the Company may not
be able to generate sufficient cash flows from operations to sustain
operations.

As of August 29, 1996, the Company had contractual commitments extending
through calendar year 1997 of approximately $170 million for equipment
purchases and approximately $9 million for the construction of facilities. The
Company believes continuing investments in manufacturing technology,
facilities and capital equipment, research and development, and product and
process technology are necessary to support future growth, achieve operating
efficiencies, and enhance product quality. The Company anticipates that it
will need to spend approximately $500 million in fiscal 1997 to continue its
capacity enhancement program. However, due to current market conditions the
Company may not have sufficient internal sources of liquidity to continue its
capacity enhancement program. As a result, in order to continue its capacity
enhancement program as planned, the Company may need to secure additional
financing from external sources. As of year end, the Company was evaluating a
number of financing alternatives. There can be no assurance that external
sources of liquidity will be available to fund the Company's ongoing
operations or expansion, diversification and capital improvements in
accordance with the Company's capacity enhancement program. The failure to
obtain external sources of liquidity would hinder the Company's ability to
make continued investments in its capacity enhancement program, which could
materially adversely affect the Company's business and results of operations.

During the third quarter of 1996, the Company established a $500 million
revolving credit agreement expiring in May 1999. The credit facility was
amended in the fourth quarter of 1996 to reduce the total potential borrowing
to $400 million and to modify the covenants to reflect changes in industry
conditions. As of August 29, 1996, the Company had borrowings of $90 million
outstanding under the facility. The amended agreement contains certain
restrictive covenants and conditions including a borrowing base tied to the
Company's accounts receivable, an Earnings Before Interest, Taxes,
Depreciation and Amortization ("EBITDA") covenant, and a maximum net loss
covenant. The Company was not in compliance with the EBITDA covenant at the
end of the third fiscal quarter, at which time the Company obtained a waiver.
As of August 29, 1996 the Company was in compliance with all bank covenants
and conditions. There can be no assurance that the Company will continue to be
able to meet the terms of the covenants and conditions or be able to borrow
the full amount of the credit facility.

The Company's majority-owned subsidiary, MEI, has an unsecured revolving
credit facility with two financial institutions providing for borrowings of up
to $40 million. As of August 29, 1996, there were no borrowings outstanding
under the agreement. Borrowings are limited based on the amount of

20
<PAGE>

MEI's eligible receivables. As of August 29, 1996, MEI was eligible to borrow
the entire $40 million pursuant to the agreement.

CERTAIN FACTORS

In addition to the factors discussed elsewhere in this Annual Report on Form
10-K, the following are important factors which could cause actual results or
events to differ materially from those contained in any forward-looking
statement made by or on behalf of the Company.

VOLATILITY OF THE SEMICONDUCTOR MEMORY INDUSTRY; RECENT MARKET CONDITIONS

The semiconductor memory industry is characterized by rapid technological
change, frequent product introductions and enhancements, difficult product
transitions, relatively short product life cycles, rapid changes in market
prices and volatile market conditions. Historically, the semiconductor
industry has been highly cyclical, particularly in the market for DRAM
products, which are the Company's primary semiconductor memory products. The
selling prices for the Company's semiconductor memory products fluctuate
significantly with changes in the balance of supply and demand for these
commodity products. Market conditions through the end of fiscal 1996 indicated
that growth in worldwide supply outpaced growth in demand. Many of the
Company's competitors have recently added significant capacity for the
production of semiconductor memory components. The amount of capacity placed
into production and future yield improvements by the Company's competitors
could dramatically increase worldwide supply of semiconductor memory and
increase downward pressure on pricing.

Average sales prices for 4 Meg DRAM, the Company's primary product, declined
approximately 78% from early December 1995 to late August 1996, while
industry-wide average sales prices for 16 Meg DRAM products declined
approximately 75% for the same period. There can be no assurance that the rate
of decline of average sales prices will lessen or that market conditions will
improve in the foreseeable future. These declines have had a material adverse
effect on the Company's business and results of operations. Further declines
in average sales prices for the Company's DRAM products could have a material
adverse effect on the Company's business and results of operations.

DEPENDENCE ON PERSONAL COMPUTER INDUSTRY; CUSTOMER CONCENTRATION

DRAMs are the most widely used semiconductor memory component in most
personal computer systems. Approximately 75% of the Company's sales of
semiconductor memory products during the fourth quarter of fiscal 1996 were
into the PC or peripheral markets. The Company believes that the rate of
growth in overall worldwide sales of PC systems has declined and may remain
below prior years' growth rates for the foreseeable future. In addition, the
growth rate in the amount of semiconductor memory per PC system may decrease
in the future as well. Should demand for PC systems decrease or the growth
rate in the amount of memory per PC system decrease, growth in demand for
semiconductor memory could also decrease, placing further downward pressure on
selling prices for the Company's semiconductor memory products. The Company is
unable to predict changes in industry supply, major customer inventory
management strategies or end user demand, which are significant factors
influencing pricing for the Company's semiconductor memory products.

Approximately 22% of the Company's net sales for fiscal 1996 were to the
Company's top five customers. As a result of this concentration of the
Company's customer base, loss or cancellation of business from any of these
major PC system customers, significant changes in scheduled deliveries to any
of these customers or decreases in the prices of products sold to any of these
customers could have a material adverse effect on the Company's business and
results of operations. Certain of MTI's key semiconductor memory customers
compete directly with MEI in the sale of PC systems, and there

21
<PAGE>

can be no assurance that in the future such customers will, as a result of
this competition with MEI, continue to purchase the Company's semiconductor
memory products. A loss of any of these customers could have a material
adverse effect on the Company's business and results of operations.

FLUCTUATIONS IN OPERATING RESULTS

The Company's past operating results have been, and its future operating
results may be, subject to annual and quarterly fluctuations as a result of a
wide variety of factors, including, without limitation, the cyclical nature of
the semiconductor memory industry, the introduction and announcement of new
products and process technologies by the Company or its competitors, pricing
pressures, the speed in which the Company reduces costs for any particular new
product, fluctuations in manufacturing yields, changes in product mix, the
cost and availability of raw materials and general worldwide economic
conditions. During the three fiscal quarters ended August 29, 1996, DRAM
market conditions were characterized by excess supply over demand, resulting
in declining prices. Any additional price declines for memory products in the
future, either due to increased supply or decreased demand, could have an
adverse effect on the Company's business and results of operations.

The Company's operating results are also significantly impacted by the
operating results of its consolidated subsidiaries, in particular MEI. As DRAM
prices have fallen and as unit shipments of PC systems have increased, MTI's
consolidated results of operations have been increasingly affected by MEI's
results of operations. While sales of PC systems, less sales to MEI of MTI's
semiconductor memory products included therein, constituted approximately 31%
of MTI's total net sales for fiscal 1996, such sales in the fourth quarter of
fiscal 1996 constituted approximately 50% of MTI's total net sales. MEI's past
operating results have been, and its future operating results may be, subject
to fluctuations, on a quarterly and an annual basis, as a result of a wide
variety of factors, including, but not limited to, the timing of new product
introductions by MEI and its competitors, fluctuating market pricing for
computer and semiconductor memory products, industry competition, fluctuating
component costs, inventory obsolescence, critical component availability,
seasonal cycles common in the personal computer industry, seasonal government
purchasing cycles, the effect of product reviews and industry awards, changes
in product mix, manufacturing and production constraints and the timing of
orders from and shipments to OEM customers.

MANUFACTURING RISKS AND VOLUME PRODUCTION

The manufacturing of the Company's semiconductor memory products is a
complex process and involves a number of precise steps, including wafer
fabrication, assembly in a variety of packages, burn-in and final test.
Efficient production of the Company's semiconductor memory products requires
utilization of advanced semiconductor manufacturing techniques. The Company is
engaged in ongoing efforts to enhance its production processes to reduce the
die size of existing products and increase capacity. The Company has completed
the conversion of Fab III to process 8-inch wafers and is continuing the
conversion of Fab I to process 8-inch wafers, with completion anticipated
prior to the end of calendar year 1996. There can be no assurance that the
Company will not experience an interruption of its manufacturing processes or
experience decreases in manufacturing yield as a result of conversions of
wafer process technology. Wafer fabrication occurs in a highly controlled,
clean environment to minimize dust and other yield- and quality-limiting
contaminants. Despite stringent manufacturing controls, equipment does not
consistently perform flawlessly and minute impurities, defects in the photo
masks, or other difficulties in the process may cause a substantial percentage
of the wafers to be rejected or individual circuits to be nonfunctional. The
success of the Company's manufacturing operation will be largely dependent on
its ability to minimize such impurities and to maximize its yield of
acceptable high-quality circuits. In addition, the Company's manufacturing
yields could be adversely affected in the event of future power outages
similar to the power outages that have affected the Pacific Northwest during
calendar year 1996. There can be no assurance that the Company will not
experience decreases in manufacturing yields as a result of any such
manufacturing problems.

22
<PAGE>

Completion of MTI's semiconductor manufacturing facility in Lehi, Utah is on
indefinite hold as a result of the decline in average selling prices for
semiconductor memory products. As of August 29, 1996, MTI had invested
approximately $600 million in the Lehi facility. The cost to complete the Lehi
facility is estimated to approximate $1.5 billion. There can be no assurance
that MTI will be able to fund the completion of the Lehi manufacturing
facility. The failure by MTI to complete the facility would likely result in
MTI being required to write off all or a portion of the facility's cost,
which, if required, could have a material adverse effect on the Company's
business and results of operations. In addition, in the event that market
conditions improve, there can be no assurance that MTI will successfully
commence manufacturing at the Lehi facility in a manner that enables it to
take advantage of the improved market conditions. Any such failure to respond
to improved market conditions could have a material adverse effect on MTI's
business and results of operations.

As a result of the significant investment in facilities and equipment
associated with the production of DRAM products and the industry's history of
declining average sales prices as products mature, the Company must produce
and sell its DRAM products in significant volume and continue to reduce per
megabit manufacturing costs in order to achieve profitability. There can be no
assurance that revenues derived from sales of MTI's products will be
sufficient to cover current fixed costs. In order to achieve profitability,
the Company must continue to significantly increase its output of
semiconductor memory.

LIQUIDITY AND FUTURE CAPITAL NEEDS

DRAM manufacturers generally have substantial ongoing capital requirements
to maintain or increase manufacturing capacity. Historically, the Company has
reinvested substantially all of its cash flow from operations in capacity
expansion and improvement programs. The Company's cash flows from operations
are significantly affected by average selling prices and variable cost per
megabit for the Company's semiconductor memory products. For example, the
Company estimates that each reduction in average selling price of $0.25 per
megabit reduced the Company's cash flows by approximately $200 million in
fiscal 1996. In the future, to the extent that the Company's level of
production increases, similar price decreases may have an even more
significant impact. In 1996, the rate of decline in average selling prices for
semiconductor memory products surpassed the rate at which the Company was able
to decrease costs per megabit, and as a result the Company's cash flows were
significantly adversely affected, particularly in the second half of fiscal
1996. In the event that average selling prices were to continue to decline
faster than the rate at which the Company is able to decrease costs of
production, the Company may not be able to generate sufficient cash flows from
operations to sustain operations. The Company anticipates that it will need to
spend approximately $500 million in fiscal 1997 to continue its capacity
enhancement program. However, due to current market conditions the Company may
not have sufficient internal sources of liquidity to continue its capacity
enhancement program. As a result, in order to continue its capacity
enhancement program as planned, the Company may need to secure additional
financing from external sources. As of year end, the Company was evaluating a
number of financing alternatives. There can be no assurance that external
sources of liquidity will be available to fund the Company's ongoing
operations or the Company's capacity enhancement program. In addition, cash
generated from operations by MEI is not readily available or anticipated to be
available to finance operations or other expenditures of MTI. The failure to
obtain financing would hinder the Company's ability to make continued
investments in its capacity enhancement program, which could materially
adversely affect the Company's business and results of operations. The Company
was not in compliance with one of its financial covenants under its revolving
credit agreement at the end of the third fiscal quarter of 1996, at which time
the Company obtained a waiver. As of August 29, 1996 the Company was in
compliance with its covenants and conditions under the revolving credit
agreement. There can be no assurance that the Company will continue to be able
to meet the terms of the covenants and conditions or be able to borrow the
full amount of the credit facility.

23
<PAGE>

PRODUCT DEVELOPMENT

From time to time, the Company has experienced volatility in its
manufacturing yields, as it has encountered difficulties in ramping shrink
versions of existing devices or new generation devices to commercial volumes.
The Company is continuing the transition of its primary semiconductor memory
products from the relatively mature 4 Meg DRAM to the 16 Meg DRAM. The
conversion to the 16 Meg DRAM is expected to occur in late calendar year 1996.
The Company is developing various SDRAM products which are expected to be
ready for volume production in fiscal 1998, as the Company expects a gradual
transition by computer manufacturers to faster types of DRAM-based main
memory, including but not limited to SDRAM, over the next several years.
During periods of transition to new generation products, including the
transition to the 16 Meg DRAM, the Company's gross margins have been adversely
affected and there can be no assurance that they will not continue to be
adversely affected as a result of the continuing transition to the 16 Meg DRAM
or the transition to the SDRAM product. Rapid technological change and intense
price competition place a premium on both new product and new process
development efforts. The Company's continued ability to compete in the
semiconductor memory market will depend in part on its ability to continue to
develop technologically advanced products and processes, of which there can be
no assurance. Research and development expenses vary primarily with the number
of wafers and personnel dedicated to new product and process development. The
Company's research and development efforts are currently focused principally
on further development of shrink versions of the 16 Meg DRAM. Development
efforts are also focused on 16 Meg and 64 Meg SDRAM and a move from .35 (mu)
process technology to .25 (mu) and .18 (mu) process technology. Other research
and development efforts are currently devoted to design of the 64 Meg, 256 Meg
and 1 Gig DRAMs, and design and development of new technologies including remote
intelligent communications products and Flash semiconductor memory products.
There can be no assurance that the Company will be successful in shrinking the
16 Meg DRAM as fast as its competitors, or that the Company's competitors will
not be able to develop and offer 64 Meg or 256 Meg DRAM products before the
Company is able to bring comparable products to market. The Company's ability to
reduce costs per megabit of its semiconductor memory products is largely
dependent on its ability to design and develop new generation products and
shrink versions of existing products and its ability to ramp such products at
acceptable rates to acceptable yields, of which there can be no assurance. In
the event that the Company is unable to decrease costs per megabit for
semiconductor memory products at a rate equal to the rate of decline in selling
prices for such products, the Company's business and results of operations will
be adversely impacted.

COMPETITION

The Company's semiconductor memory operations experience intense competition
from a number of substantially larger foreign and domestic companies,
including Fujitsu, Ltd., Hitachi, Ltd., Hyundai Electronics, Co., Ltd.,
Mitsubishi Electronic Corp., Motorola, Inc., NEC Corp., Samsung Semiconductor,
Inc., LG Semicon, Texas Instruments Incorporated and Toshiba Corporation. The
Company has captured only a small percentage of the semiconductor memory
market and may be at a disadvantage in competing against larger manufacturers
with significantly greater capital resources or manufacturing capacities,
larger engineer and employee bases, larger portfolios of intellectual
property, and more diverse product lines that provide cash flows counter
cyclical to fluctuations in semiconductor memory operations. The Company's
larger competitors also have long-term advantages over MTI in research and new
product development and in their ability to withstand periodic downturns in
the semiconductor memory market. The Company believes that its competition has
sufficient resources and manufacturing capacity to influence market pricing.
Many of the Company's competitors have recently added new wafer fabrication
facilities, significantly increasing worldwide capacity for the production of
semiconductor memory products, resulting in downward price pressures on
semiconductor memory products.

24
<PAGE>

INTELLECTUAL PROPERTY MATTERS

The semiconductor industry has experienced a substantial amount of
litigation regarding patent and other intellectual property rights. In the
future, litigation may be necessary to enforce patents issued to the Company,
to protect trade secrets or know-how owned by the Company, or to defend the
Company against claimed infringement of the rights of others. The Company has
from time to time received, and may in the future receive, communications
alleging that the technology used by the Company in the manufacture of some or
all of its products may infringe on product or process technology rights held
by others. The Company has entered into a number of patent and intellectual
property license agreements with third parties, some of which require one-time
or periodic royalty payments. It may be necessary or advantageous in the
future for the Company to obtain additional patent licenses or to renew
existing license agreements, some of which expire at the end of calendar year
1996. The Company is unable to predict whether these license agreements can be
obtained or renewed on terms acceptable to the Company. Failure to obtain or
renew such licenses could result in litigation. Any determination that the
Company's manufacturing processes or products have infringed on the product or
process rights held by others could have a material adverse effect on the
Company's business and results of operations. Further, adverse determinations
could result in the Company's loss of proprietary rights, subject the Company
to significant liabilities to third parties, require the Company to seek
licenses from third parties or prevent the Company from manufacturing or
selling its products, any of which could have a material adverse effect on the
Company's business and results of operations.

The Company intends to continue to pursue patent, trade secret and mask work
protection for its semiconductor process technologies and designs. To that
end, the Company has obtained certain patents and patent licenses and intends
to continue to seek patents on its inventions and manufacturing processes, as
appropriate. The process of seeking patent protection can be long and
expensive, and there is no assurance that patents will be issued from
currently pending or future applications or that, if patents are issued, they
will be of sufficient scope or strength to provide meaningful protection or
any commercial advantage to the Company. In particular, there can be no
assurance that any patents held by the Company will not be challenged,
invalidated or circumvented. The Company also relies on trade secret
protection for its technology, in part through confidentiality agreements with
its employees, consultants and third parties. There can be no assurance that
these agreements will not be breached, that the Company will have adequate
remedies for any breach or that the Company's trade secrets will not otherwise
become known to or independently developed by others. In addition, the laws of
certain territories in which the Company's products are or may be developed,
manufactured or sold may not protect the Company's products and intellectual
property rights to the same extent as do the laws of the United States.

STATE TAXATION

Several states have enacted legislation which would require out of state
direct marketers to collect and remit sales and use taxes based on certain
limited contacts with the state. Taxation authorities in certain states have,
from time to time, solicited information from the Company to determine whether
the Company has sufficient contacts with such states to require payment of
sales and use taxes on its PC systems sold to customers in those states. The
Company could be required to pay sales and use taxes and income and franchise
taxes related to the Company's operations in prior periods, which could have a
material adverse effect on the Company's business and results of operations.
In addition, the Company may be increasing its contacts and presence in
various states as it pursues its business strategies. As a result of its
contacts, the Company may be required to collect and remit sales and use taxes
in the future, which could materially adversely affect the Company's business
and results of operations.

25
<PAGE>

DEPENDENCE ON LIMITED SOURCES OF SUPPLY

Raw materials utilized by the Company's semiconductor manufacturing
operation generally must meet exacting product specifications. The Company
generally uses multiple sources of supply, but there are only a limited number
of suppliers capable of delivering certain raw materials that meet the
Company's specifications. Additionally, the availability of raw materials may
decline due to the overall increase in world-wide semiconductor manufacturing.
Although shortages have occurred from time to time and lead times in the
industry have been extended on occasion, to date the Company has not
experienced any significant interruption in operations as a result of a
difficulty in obtaining raw materials for its semiconductor manufacturing
operations. Interruption of any one raw material source could have a material
adverse effect on the Company's business and results of operations.

DEPENDENCE ON KEY PERSONNEL

The Company is dependent upon a limited number of key management and
technical personnel. In addition, the Company's future success will depend in
part upon its ability to attract and retain highly qualified personnel. The
Company competes for such personnel with other companies, academic
institutions, government entities and other organizations. In recent periods,
the Company has experienced increased recruitment of its existing personnel by
other employers. There can be no assurance that the Company will be successful
in hiring or retaining qualified personnel. On September 30, 1996, MTI
announced that Tyler A. Lowrey, previously the Chief Operations Officer and a
director of MTI, had resigned as a director and will no longer serve as Chief
Operations Officer. There can be no assurance that any of MTI's key personnel
will remain employed by MTI. Any loss of key personnel or the inability to
hire or retain qualified personnel could have a material adverse effect on the
Company's business and results of operations.

ENVIRONMENTAL REGULATIONS

The Company is subject to a variety of federal, state and local governmental
regulations related to the storage, use, discharge and disposal of toxic,
volatile or otherwise hazardous chemicals used in its manufacturing process.
Increasing public attention has been focused on the environmental impact of
semiconductor manufacturing operations. There can be no assurance that changes
in environmental regulations will not impose the need for additional capital
equipment or other requirements. Any failure by the Company to control the use
of, or adequately to restrict the discharge of, hazardous substances under
present or future regulations could subject MTI to substantial liability or
could cause its manufacturing operations to be suspended. Such liability or
suspension of manufacturing operations could have a material adverse effect on
the Company's business and results of operations.

26
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Financial Statements:
Consolidated Statements of Operations for Fiscal Years Ended August 29,
1996,
August 31, 1995, and September 1, 1994................................. 28
Consolidated Balance Sheets as of August 29, 1996, and August 31, 1995.. 29
Consolidated Statements of Shareholders' Equity for Fiscal Years Ended
August 29, 1996, August 31, 1995, and September 1, 1994................ 30
Consolidated Statements of Cash Flows for Fiscal Years Ended August 29,
1996,
August 31, 1995, and September 1, 1994................................. 31
Notes to Consolidated Financial Statements.............................. 32
Report of Independent Accountants....................................... 43
</TABLE>

27
<PAGE>

MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN MILLIONS, EXCEPT FOR PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------------------
AUGUST 29, 1996 AUGUST 31, 1995 SEPTEMBER 1, 1994
--------------- --------------- -----------------
<S> <C> <C> <C>
Net sales................... $3,653.8 $2,952.7 $1,628.6
Costs and expenses:
Cost of goods sold........ 2,198.4 1,328.7 789.4
Selling, general and ad-
ministrative............. 289.4 187.2 130.7
Research and development.. 191.9 128.8 83.4
Restructuring charge...... 29.6 -- --
-------- -------- --------
Total costs and ex-
penses................. 2,709.3 1,644.7 1,003.5
-------- -------- --------
Operating income............ 944.5 1,308.0 625.1
Gain from merger transac-
tion....................... -- 29.0 --
Interest income, net........ 14.3 25.0 5.7
Minority interests.......... (8.3) (11.5) (5.0)
Income before income taxes.. 950.5 1,350.5 625.8
Income tax provision........ 357.0 506.4 225.3
-------- -------- --------
Net income.................. $ 593.5 $ 844.1 $ 400.5
======== ======== ========
Earnings per share:
Primary................... $ 2.76 $ 3.95 $ 1.92
Fully diluted............. 2.76 3.90 1.90
Number of shares used in per
share calculation:
Primary................... 215.0 213.9 208.9
Fully diluted............. 215.0 216.2 210.4
</TABLE>

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

28
<PAGE>

MICRON TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN MILLIONS, EXCEPT FOR PAR VALUE DATA)

<TABLE>
<CAPTION>
AS OF
---------------------
AUGUST 29, AUGUST 31,
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Cash and equivalents..................................... $ 276.1 $ 128.1
Liquid investments....................................... 10.7 427.7
Receivables.............................................. 347.4 455.4
Inventories.............................................. 251.4 204.8
Prepaid expenses......................................... 13.4 9.1
Deferred income taxes.................................... 65.0 49.0
-------- --------
Total current assets................................... 964.0 1,274.1
Product and process technology, net...................... 43.2 41.6
Property, plant and equipment, net....................... 2,708.1 1,385.6
Other assets............................................. 36.2 73.6
-------- --------
Total assets......................................... $3,751.5 $2,774.9
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses.................... $ 423.7 $ 502.3
Short-term debt.......................................... 90.0 --
Deferred income.......................................... 7.8 16.4
Equipment purchase contracts............................. 67.8 59.6
Current portion of long-term debt........................ 75.2 26.5
-------- --------
Total current liabilities.............................. 664.5 604.8
Long-term debt........................................... 314.6 129.4
Deferred income taxes.................................... 157.4 93.3
Non-current product and process technology............... 43.5 3.6
Other liabilities........................................ 15.7 9.4
-------- --------
Total liabilities.................................... 1,195.7 840.5
-------- --------
Minority interests....................................... 53.8 38.2
Commitments and contingencies
Common stock, $0.10 par value, authorized 1.0 billion
shares, issued and outstanding 208.8 million and 206.4
million shares, respectively............................ 20.9 20.6
Additional capital....................................... 434.7 391.5
Retained earnings........................................ 2,046.4 1,484.1
-------- --------
Total shareholders' equity............................. 2,502.0 1,896.2
-------- --------
Total liabilities and shareholders' equity........... $3,751.5 $2,774.9
======== ========
</TABLE>

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

29
<PAGE>

MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(DOLLARS AND SHARES IN MILLIONS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------------------------
AUGUST 29, 1996 AUGUST 31, 1995 SEPTEMBER 1, 1994
--------------- --------------- -------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
------ -------- ------ -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK
Balance at beginning of
year................... 206.4 $ 20.6 101.9 $ 10.2 40.1 $ 4.0
Stock sold.............. 0.4 0.1 0.2 0.0 0.1 0.0
Stock option plan....... 2.0 0.2 1.4 0.1 0.8 0.1
Stock split............. -- -- 102.9 10.3 60.9 6.1
----- -------- ----- -------- -------- ---------
Balance at end of year.. 208.8 $ 20.9 206.4 $ 20.6 101.9 $ 10.2
===== ======== ===== ======== ======== =========
ADDITIONAL CAPITAL
Balance at beginning of
year................... $ 391.5 $ 368.3 $ 353.0
Stock sold.............. 11.1 5.6 1.9
Stock option plan....... 11.5 14.3 8.9
Tax effect of stock pur-
chase plans............ 20.6 13.6 10.6
Stock split............. -- (10.3) (6.1)
-------- -------- ---------
Balance at end of year.. $ 434.7 $ 391.5 $ 368.3
======== ======== =========
RETAINED EARNINGS
Balance at beginning of
year................... $1,484.1 $ 670.8 $ 282.5
Net income.............. 593.5 844.1 400.5
Dividends paid.......... (31.2) (30.8) (12.2)
-------- -------- ---------
Balance at end of year.. $2,046.4 $1,484.1 $ 670.8
======== ======== =========
</TABLE>

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

30
<PAGE>

MICRON TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-----------------------------------
AUGUST 29, AUGUST 31, SEPTEMBER 1,
1996 1995 1994
---------- ---------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................ $ 593.5 $ 844.1 $ 400.5
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation............................ 363.7 199.0 138.8
Decrease (increase) in receivables...... 107.5 (197.9) (81.0)
Increase in inventories................. (61.1) (76.0) (17.9)
Increase (decrease) in accounts payable
and accrued expenses................... (80.6) 249.4 45.2
Increase in non-current product and
process liability...................... 40.0 2.1 0.5
Restructuring charge.................... 29.6 -- --
Gain from equipment sales............... (20.7) (7.4) (3.3)
Increase in deferred income taxes....... 48.1 24.8 2.7
Gain from merger transaction............ -- (29.0) --
Other................................... 40.5 29.7 72.0
--------- -------- --------
Net cash provided by operating activi-
ties..................................... 1,060.5 1,038.8 557.5
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property, plant and
equipment................................ (1,425.9) (730.0) (251.0)
Purchase of available-for-sale and held-
to-maturity securities................... (194.6) (719.6) (403.6)
Proceeds from sales and maturities of se-
curities................................. 613.8 651.8 185.3
Proceeds from sale of equipment........... 33.8 13.7 8.7
Other..................................... (7.5) 13.5 (19.2)
--------- -------- --------
Net cash used for investing activities.... (980.4) (770.6) (479.8)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt.. 264.7 62.4 119.2
Net proceeds from borrowings on lines of
credit................................... 90.0 -- --
Payments on equipment purchase contracts.. (226.1) (202.5) (119.3)
Repayments of long-term debt.............. (54.9) (63.4) (46.2)
Proceeds from issuance of common stock.... 25.1 18.4 12.1
Payment of dividends...................... (31.2) (30.8) (12.2)
Other..................................... 0.3 (2.6) (0.4)
--------- -------- --------
Net cash provided by (used for) financing
activities............................... 67.9 (218.5) (46.8)
--------- -------- --------
Net increase in cash and equivalents...... 148.0 49.7 30.9
Cash and equivalents at beginning of
year..................................... 128.1 78.4 47.5
--------- -------- --------
Cash and equivalents at end of year....... $ 276.1 $ 128.1 $ 78.4
========= ======== ========
Supplemental disclosures
Income taxes paid, net.................... $ (403.4) $ (438.6) $ (197.4)
Interest paid, net of amounts capital-
ized..................................... (12.3) (9.5) (6.6)
Noncash investing and financing activi-
ties:
Equipment acquisitions on contracts
payable and capital leases............. 273.0 230.8 125.6
Assets acquired, net of cash and
liabilities assumed in merger
transaction............................ -- 26.0 --
</TABLE>

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

31
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(ALL TABULAR DOLLAR AND SHARE AMOUNTS ARE STATED IN MILLIONS)

SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of Micron Technology, Inc. and its domestic and foreign subsidiaries
(the "Company"). The Company designs, develops, manufactures, and markets
semiconductor memory products, primarily DRAM, for use in personal computers
("PCs"). Through its majority-owned subsidiary, Micron Electronics, Inc.
("MEI"), the Company also designs, develops, markets, manufactures and
supports Micron brand PC systems and operates a contract manufacturing and
component recovery business. All significant intercompany accounts and
transactions have been eliminated. The Company's fiscal year ends on the
Thursday closest to August 31.

CERTAIN CONCENTRATIONS AND ESTIMATES: Approximately 80% of the Company's
sales of semiconductor memory products are to the PC or peripheral markets.
Certain components used by the Company in manufacturing of PC systems are
purchased from a limited number of suppliers.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

REVENUE RECOGNITION: Revenue from product sales to direct customers is
recognized when title transfers to the customer, primarily upon shipment. The
Company defers recognition of sales to distributors, which allow certain
rights of return and price protection, until distributors have sold the
products. Net sales include construction management fees earned, and revenues
under cross-license agreements with third parties and under government
research contracts.

EARNINGS PER SHARE: Earnings per share are computed using the weighted
average number of common and common equivalent shares outstanding. Common
equivalent shares result from the assumed exercise of outstanding stock
options and affect earnings per share when they have a dilutive effect.

FINANCIAL INSTRUMENTS: Cash equivalents include highly liquid short-term
investments with original maturities of three months or less, readily
convertible to known amounts of cash. The amounts reported as cash and
equivalents, liquid investments, receivables, other assets, accounts payable
and accrued expenses, equipment purchase contracts and long-term debt are
considered to be reasonable approximations of their fair values. The fair
value estimates presented herein were based on market information available to
management as of August 29, 1996. The use of different market assumptions
and/or estimation methodologies could have a material effect on the estimated
fair value amounts. The reported fair values do not take into consideration
potential expenses that would be incurred in an actual settlement.

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash, liquid investments and trade
accounts receivable. The Company invests cash through high-credit-quality
financial institutions and performs periodic evaluations of the relative
credit standing of these financial institutions. The Company, by policy,
limits the concentration of credit exposure by restricting investments with
any single obligor, instrument or geographic area. A concentration of credit
risk may exist with respect to trade receivables, as a substantial portion of
the Company's customers are affiliated with the computer, telecommunications
and office automation industries. The Company performs ongoing credit
evaluations of customers worldwide and generally does not require collateral
from its customers. Historically, the Company has not experienced significant
losses related to receivables for individual customers or groups of customers
in any particular industry or geographic area.

32
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INVENTORIES: Inventories are stated at the lower of average cost or market.
Cost includes labor, material and overhead costs, including product and
process technology costs.

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated at
cost. Depreciation is computed using the straight-line method over the
estimated useful lives of 5 to 30 years for buildings and 2 to 5 years for
equipment.

PRODUCT AND PROCESS TECHNOLOGY: Costs related to the conceptual formulation
and design of products and processes are expensed as research and development.
Costs incurred to establish patents and acquire product and process technology
are capitalized. Capitalized costs are amortized on the straight-line method
over the shorter of the estimated useful life of the technology, the patent
term or the agreement, ranging up to 10 years. The Company has royalty-bearing
license agreements that allow it to manufacture and sell semiconductor memory
devices, hardware and software. Royalty costs are accrued and included in cost
of goods sold when the sale is recognized.

ADVERTISING: Advertising costs are charged to operations as incurred.

RECENTLY ISSUED ACCOUNTING STANDARDS: In March 1995, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." The Company has not
elected early adoption of SFAS 121. The Company will adopt the provisions of
SFAS 121 in fiscal 1997. Adoption of SFAS 121 is not expected to have a
material effect on the Company's financial position, results of operations or
cash flows.

In October 1995, the FASB issued SFAS 123, "Accounting for Stock-Based
Compensation." The Company has not elected early adoption of SFAS 123. The
Company intends to adopt SFAS 123 in fiscal 1997. As permitted under SFAS 123,
the Company will continue to measure compensation expense for its stock-based
employee compensation plans using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and will provide pro forma disclosures of net income and earnings
per share as if a fair value-based method had been applied in measuring
compensation expense. As a result, adoption of SFAS 123 is not expected to
have a material effect on the Company's financial position, results of
operations or cash flows.

FOREIGN CURRENCY: The U.S. dollar is the Company's functional currency for
financial reporting.

RESTATEMENTS AND RECLASSIFICATIONS: On March 27, 1995, the Company's Board
of Directors announced a 2 for 1 stock split effected in the form of a stock
dividend to shareholders of record as of May 4, 1995. On March 1, 1994, the
Company's Board of Directors announced a 5 for 2 stock split effected in the
form of a stock dividend to shareholders of record as of April 1, 1994. The
Company distributed cash in lieu of fractional shares resulting from the stock
split. The Company's par value of $0.10 per share remained unchanged.
Historical share and per share amounts have been restated to reflect
retroactively the stock splits.

On December 31, 1995, the company reclassified a portion of its held-to-
maturity liquid investment securities to available-for-sale concurrent with
the Company's adoption of the FASB's special report on implementing Statement
115, "Accounting for Certain Investments in Debt and Equity Securities."

33
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Certain other reclassifications have been made, none of which affected
results of operations, to present the financial statements on a consistent
basis.

LIQUID INVESTMENTS

<TABLE>
<CAPTION>
8/29/96 8/31/95
------- -------
<S> <C> <C>
Available-for-sale securities:
U.S. Government agency................................... $ 1.8 $ 28.6
State and local governments.............................. 2.3 7.6
Corporate notes.......................................... -- 4.0
Commercial paper......................................... 3.9 --
------- ------
8.0 40.2
Held-to-maturity securities:
State and local governments.............................. 24.7 196.2
Commercial paper......................................... 80.3 118.3
U.S. Government agency................................... 12.8 88.8
Bankers' acceptances..................................... 30.9 44.5
Corporate notes.......................................... -- 16.5
Other.................................................... 2.7 4.1
------- ------
151.4 468.4
------- ------
Total investments.......................................... 159.4 508.6
Less cash equivalents...................................... (148.7) (80.9)
------- ------
$ 10.7 $427.7
======= ======
</TABLE>

Securities classified as available-for-sale are stated at fair value which
approximates cost. Securities classified as held-to-maturity are stated at
amortized cost. Securities classified as available-for-sale mature within one
year, and securities classified as held-to-maturity have maturities within 90
days.

RECEIVABLES

<TABLE>
<CAPTION>
8/29/96 8/31/95
------- -------
<S> <C> <C>
Trade receivables.......................................... $288.2 $457.4
Income taxes receivable.................................... 69.1 --
Other...................................................... 17.6 14.6
Allowance for returns and discounts........................ (18.5) (9.2)
Allowance for doubtful accounts............................ (9.0) (7.4)
------ ------
$347.4 $455.4
====== ======

INVENTORIES

<CAPTION>
8/29/96 8/31/95
------- -------
<S> <C> <C>
Finished goods............................................. $ 54.3 $ 17.8
Work in progress........................................... 112.8 99.1
Raw materials and supplies................................. 84.3 87.9
------ ------
$251.4 $204.8
====== ======
</TABLE>

34
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

PRODUCT AND PROCESS TECHNOLOGY

Amortization of capitalized product and process technology costs was
$13.6 million in 1996; $10.3 million in 1995; and $40.9 million in 1994.
Accumulated amortization was $124.3 million and $110.7 million as of August
29, 1996, and August 31, 1995, respectively.

PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
8/29/96 8/31/95
-------- --------
<S> <C> <C>
Land..................................................... $ 37.3 $ 34.4
Buildings................................................ 674.4 392.0
Equipment................................................ 2,073.4 1,338.4
Construction in progress................................. 753.9 259.2
-------- --------
3,539.0 2,024.0
Less accumulated depreciation and amortization........... (830.9) (638.4)
-------- --------
$2,708.1 $1,385.6
======== ========
</TABLE>

As of August 29, 1996, property, plant and equipment included costs of
$616.9 million of the Company's semiconductor memory manufacturing facility in
Lehi, Utah, of which $577.8 million remained in construction in progress, and
$13.4 million for the expansion of the Company's corporate administration
building in Boise, Idaho. The completion of both projects is on indefinite
hold.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

<TABLE>
<CAPTION>
8/29/96 8/31/95
------- -------
<S> <C> <C>
Accounts payable............................................. $232.4 $193.2
Salaries, wages and benefits................................. 67.3 103.2
Product and process technology payable....................... 39.7 91.5
Income taxes payable......................................... 22.7 72.7
Other........................................................ 61.6 41.7
------ ------
$423.7 $502.3
====== ======
</TABLE>

SHORT-TERM DEBT

The Company has a revolving credit facility that provides for borrowings up
to $400 million and expires in May 1999. As of August 29, 1996 the Company had
borrowings of $90 million outstanding under the facility. The interest rate on
borrowed funds is based on various pricing options and was 6.19% as of August
29, 1996. The agreement contains certain restrictive covenants and conditions
including a borrowing base tied to the Company's accounts receivable, an
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
covenant, and a maximum net loss covenant.

The Company's majority-owned subsidiary, Micron Electronics, Inc. (MEI), has
an unsecured credit facility with financial institutions providing for
borrowings of up to $40 million based on the amount of MEI's eligible
receivables. As of August 29, 1996, MEI was eligible to borrow $40 million
pursuant to the agreement but had no borrowings outstanding.

35
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

LONG-TERM DEBT

<TABLE>
<CAPTION>
8/29/96 8/31/95
------- -------
<S> <C> <C>
Notes payable in periodic installments through July 2015,
weighted average interest rate 7.28% and 6.82%, respectively.. $322.0 $ 89.3
Capitalized lease obligations payable in monthly installments
through August 2002, weighted average interest rate of 7.72%
and 8.94%, respectively....................................... 42.8 8.8
Noninterest bearing obligations, $3 million due October 1997
and $20.5 million due December 1997, weighted average imputed
interest rate of 7.17%........................................ 21.6 20.0
Noninterest bearing obligation, $19.8 million retired in May
1996 by an offset against accounts receivable, imputed
interest rate of 6.50%........................................ -- 17.8
Notes payable, due at maturity, ranging from December 1997 to
June 1998, weighted average interest rate of 5.30% and 5.50%,
respectively.................................................. 3.0 15.0
Noninterest bearing obligation, $0.5 million due in December
1998, $4.5 million retired in July 1996 by cash payment and an
offset against accounts receivable, imputed interest rate of
6.25% and stated interest rate of 5.44%, respectively......... 0.4 5.0
------ ------
389.8 155.9
Less current portion........................................... (75.2) (26.5)
------ ------
$314.6 $129.4
====== ======
</TABLE>

Certain notes payable are collateralized by plant and equipment with a total
cost of approximately $351.5 million and accumulated depreciation of
approximately $89.1 million as of August 29, 1996. Equipment under capital
leases, and the accumulated depreciation thereon, were approximately
$53.3 million and $14.3 million, respectively, as of August 29, 1996, and
$16.7 million and $10.7 million, respectively, as of August 31, 1995.
Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
NONINTEREST
NOTES BEARING CAPITAL
FISCAL YEAR PAYABLE OBLIGATIONS LEASES
----------- ------- ----------- -------
<S> <C> <C> <C>
1997............................................ $ 66.3 $ 0.3 $ 11.1
1998............................................ 91.3 23.6 8.4
1999............................................ 62.0 -- 7.4
2000............................................ 60.4 -- 7.4
2001............................................ 44.6 -- 15.3
2002 and thereafter............................. 0.4 -- 3.4
Less discount and interest...................... -- (1.9) (10.2)
------ ----- ------
$325.0 $22.0 $ 42.8
====== ===== ======
</TABLE>

Interest income in 1996, 1995, and 1994 is net of interest expense of $8.6
million, $7.3 million, and $5.8 million, respectively. Construction period
interest of $7.5 million, $4.9 million and $2.6 million was capitalized in
1996, 1995 and 1994, respectively.

36
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

STOCK PURCHASE PLANS

The Company's 1985 and 1994 Stock Option Plans ("Stock Plans") provide for
the granting of incentive or nonstatutory stock options. As of August 29,
1996, there was an aggregate of 19.6 million shares of the Company's common
stock available for issuance, of which 14.5 million shares have been granted,
under the Stock Plans. Options are subject to terms and conditions determined
by the Board of Directors, and generally are exercisable in increments of 20%
during each year of employment beginning one year from date of grant and
expiring six years from date of grant.

Option activity under the Stock Plans is summarized as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
----------------------
8/29/96 8/31/95 9/1/94
------- ------- ------
<S> <C> <C> <C>
Outstanding at beginning of year...................... 13.7 11.6 9.7
Granted............................................... 3.3 5.0 5.0
Terminated or cancelled............................... (0.5) (0.5) --
Exercised............................................. (2.0) (2.4) (3.1)
Outstanding at end of year............................ 14.5 13.7 11.6
Exercisable at end of year............................ 2.9 1.4 .8
Shares available for future grants.................... 5.1 3.3 5.8
</TABLE>

Options outstanding under the Stock Plans as of August 29, 1996, were at per
share prices ranging from $1.72 to $80.25. Options exercised were at per share
prices ranging from $1.53 to $28.87 in 1996, $1.30 to $21.33 in 1995 and $1.30
to $4.71 in 1994.

On September 30, 1996, the Board of Directors approved an option exchange
program pursuant to which employees with options having an exercise price in
excess of $30.00 per share under the Stock Plans may elect to exchange such
options for non statutory stock options having 1) an exercise price equal to
the average closing price of the Company's common stock for the five business
days preceding October 18, 1996, and 2) generally the same terms and
conditions, including vesting and expiration terms, as the options
surrendered. Options to purchase 2.8 million shares of the Company's common
stock under the 1985 Stock Option Plan are eligible for exchange for options
issued under the Nonstatutory Stock Option Plan adopted by the Board of
Directors on September 30, 1996. Options to purchase 907,000 shares of the
Company's common stock are eligible for exchange under the 1994 Stock Option
Plan.

The Company's 1989 Employee Stock Purchase Plan and MEI's 1995 Employee
Stock Purchase Plan allow eligible employees to purchase shares of the
Company's common stock and MEI's common stock through payroll deductions. The
shares can be purchased for 85% of the lower of the beginning or ending fair
market value of each offering period and are restricted from resale for a
period of one year from the date of purchase. Purchases are limited to 20% of
an employees eligible compensation. A total of 6.8 million shares of Company
common stock are reserved for issuance under the purchase plan, of which 5.8
million shares have been issued as of August 29, 1996. A total of 2.5 million
shares of MEI common stock are reserved for issuance under MEI's plan, of
which approximately 136,000 shares had been issued as of August 29, 1996.

On April 7, 1995, the Company's subsidiaries Micron Computer, Inc. and
Micron Custom Manufacturing Services, Inc. were merged with and into ZEOS
International, Ltd. ("ZEOS"), a personal computer manufacturer. The newly
merged company was renamed Micron Electronics, Inc. ("MEI"), and is a
majority-owned subsidiary of MTI.

37
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

MEI's 1995 Stock Option Plan provides for the granting of incentive and
nonstatutory stock options. As of August 29, 1996, there were 5 million shares
of MEI's common stock reserved for issuance under the plan. Options are
granted subject to terms and conditions determined by the MEI Board of
Directors, and generally are exercisable in increments of 20% for each year of
employment beginning one year from date of grant and expiring six years from
date of grant. As of August 29, 1996, there were options outstanding to
purchase approximately 1.9 million shares of MEI common stock at prices
ranging from $8.89 to $23.83 of which options to purchase approximately
121,000 shares of common stock were exercisable.

Granting of options under ZEOS' stock option plans was suspended after the
merger. During 1996 and subsequent to the merger in 1995, options to purchase
approximately 993,000 and 84,000 of MEI's common stock shares, respectively,
were exercised at per share prices ranging from $0.33 to $17.00 and $2.63 to
$8.50, respectively. As of August 29, 1996, options to purchase approximately
49,000 shares of MEI common stock were outstanding under this plan, all of
which were exercisable at per share prices ranging from $2.63 to $10.75.

In December 1994, ZEOS awarded shares of its common stock to certain
employees subject to their continued employment as of January 1, 1996.
Compensation expense was recognized over the vesting period based upon the
fair market value of the stock at the date of award. To satisfy this award,
the Company issued approximately 151,000 shares of the Company's common stock
in January 1996.

EMPLOYEE SAVINGS PLAN

The Company has 401(k) profit-sharing plans ("RAM Plans") in which
substantially all employees are participants. Employees may contribute from 2%
to 16% of their eligible pay to various savings alternatives in the RAM Plans.
The Company's contribution provides for an annual match of the first $1,500 of
eligible employee contributions, in addition to contributions based on the
Company's financial performance. The Company's RAM Plans expenses were $14.2
million in 1996, $15.9 million in 1995 and $8.2 million in 1994.

COMMITMENTS

As of August 29, 1996, the Company had commitments of $169.6 million for
equipment purchases and $9.4 million for the construction of buildings.

38
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
8/29/96 8/31/95 9/1/94
------- ------- ------
<S> <C> <C> <C>
Current:
U.S. federal........................................ $274.5 $409.3 $192.4
State............................................... 25.1 64.6 25.2
Foreign............................................. 9.3 7.0 5.0
------ ------ ------
308.9 480.9 222.6
Deferred:
U.S. federal........................................ 45.5 21.6 2.3
State............................................... 2.6 3.9 0.4
------ ------ ------
48.1 25.5 2.7
Income tax provision.................................. $357.0 $506.4 $225.3
====== ====== ======
</TABLE>

The tax benefit associated with the exercise of nonstatutory stock options
and disqualifying dispositions by employees of shares issued in the Company's
stock purchase plans reduced taxes payable by $20.6 million, $13.6 million and
$10.6 million for 1996, 1995 and 1994, respectively. Such benefits are
reflected as additional capital.

A reconciliation between income tax computed using the federal statutory
rate and the income tax provision follows:

<TABLE>
<CAPTION>
8/29/96 8/31/95 9/1/94
------- ------- ------
<S> <C> <C> <C>
U.S. federal income tax at statutory rate........... $332.7 $472.7 $219.0
State taxes, net of federal benefit................. 17.5 47.4 16.7
Other............................................... 6.8 (13.7) (10.4)
------ ------ ------
Income tax provision................................ $357.0 $506.4 $225.3
====== ====== ======
</TABLE>

State taxes reflect utilization of investment tax credits of $31.2 million,
$19.1 million and $20.1 million for 1996, 1995 and 1994, respectively.

39
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Deferred income taxes reflect the net tax effects of temporary differences
between the basis of assets and liabilities for financial reporting and income
tax purposes. Deferred income tax assets totaled $127.0 million and $85.7
million and liabilities totaled $219.4 million and $130.0 million at August
29, 1996 and August 31, 1995, respectively. The approximate tax effects of
temporary differences which give rise to the net deferred tax liability are as
follows:

<TABLE>
<CAPTION>
8/29/96 8/31/95
------- -------
<S> <C> <C>
Current deferred tax asset:
Accrued product and process technology................... $ 13.7 $ 10.4
Inventory................................................ 13.3 9.7
Accrued compensation..................................... 7.0 6.0
Deferred income.......................................... 3.4 3.4
Net operating loss acquired in merger.................... 2.6 2.8
Other.................................................... 25.0 16.7
------- ------
Net deferred tax asset................................. 65.0 49.0
------- ------
Noncurrent deferred tax asset (liability):
Excess tax over book depreciation........................ (131.5) (83.5)
Accrued product and process technology................... 21.3 15.3
Investment in subsidiary................................. (16.4) (11.5)
Other.................................................... (30.8) (13.6)
------- ------
Net deferred tax liability............................. (157.4) (93.3)
------- ------
Total net deferred tax liability........................... $ (92.4) $(44.3)
======= ======
</TABLE>

The Company has not recognized a deferred tax liability for the difference
between the book basis and tax basis of the common stock of its domestic
subsidiaries (such difference relates primarily to unremitted earnings) to the
extent the Company expects these basis differences to not be subject to tax at
the parent level.

EXPORT SALES AND MAJOR CUSTOMERS

Export sales were $938.4 million for 1996, including $375.9 million to
Europe and $320.9 million to Asia Pacific. Export sales were $753.7 million
and $471.0 million in 1995 and 1994, respectively. Sales to one personal
computer manufacturing customer approximated 11% of total net sales in 1994.
No other customer individually accounted for 10% or more of the Company's
total net sales.

CONTINGENCIES

Periodically, the Company is made aware that technology used by the Company
in the manufacture of some or all of its products may infringe on product or
process technology rights held by others. The Company has accrued a liability
and charged operations for the estimated costs of settlement or adjudication
of asserted and unasserted claims for alleged infringement prior to the
balance sheet date. Determination that the Company's manufacture of products
has infringed on valid rights held by others could have a material adverse
effect on the Company's financial position, results of operations or cash
flows and could require changes in production processes and products.

The Company is currently a party to various other legal actions arising out
of the normal course of business, none of which are expected to have a
material effect on the Company's financial position or results of operations.

40
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

QUARTERLY FINANCIAL AND MARKET INFORMATION (UNAUDITED)
(Dollars in millions, except for per share data)

<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
-------- ------ ------ --------
<S> <C> <C> <C> <C>
1996 QUARTER
Net sales................................... $1,185.8 $996.5 $771.0 $ 700.5
Costs and expenses:
Cost of goods sold........................ 538.1 552.1 558.0 550.2
Selling, general and administrative....... 72.7 72.4 65.1 79.2
Research and development.................. 46.6 48.0 51.2 46.1
Restructuring charge...................... -- 29.9 -- (0.3)
-------- ------ ------ --------
Total costs and expenses................ 657.4 702.4 674.3 675.2
-------- ------ ------ --------
Operating income............................ 528.4 294.1 96.7 25.3
Interest income (expense), net.............. 8.4 4.4 2.1 (.6)
Minority interests.......................... (3.7) 2.0 (2.0) (4.6)
-------- ------ ------ --------
Income before income taxes.................. 533.1 300.5 96.8 20.1
Income tax provision........................ 204.6 112.3 38.6 1.5
-------- ------ ------ --------
Net income.................................. $ 328.5 $188.2 $ 58.2 $ 18.6
======== ====== ====== ========
Fully diluted earnings per share............ $ 1.51 $ 0.87 $ 0.27 $ 0.09
Quarterly stock price:
High...................................... $ 94.38 $54.75 $38.38 $ 32.13
Low....................................... 47.75 30.88 28.50 17.25
Dividends declared per share................ 0.05 0.05 0.05 --
1995 QUARTER
Net sales................................... $ 535.0 $628.5 $761.2 $1,028.0
Costs and expenses:
Cost of goods sold........................ 224.5 267.5 357.2 479.5
Selling, general, and administrative...... 36.6 36.3 50.9 63.4
Research and development.................. 27.0 28.9 33.6 39.3
-------- ------ ------ --------
Total costs and expenses................ 288.1 332.7 441.7 582.2
-------- ------ ------ --------
Operating income............................ 246.9 295.8 319.5 445.8
Gain from merger transaction................ -- -- 29.0 --
Interest income, net........................ 3.6 6.5 7.4 7.5
Minority interests.......................... (1.6) (2.7) (3.5) (3.7)
-------- ------ ------ --------
Income before income taxes.................. 248.9 299.6 352.4 449.6
Income tax provision........................ 89.6 116.1 132.2 168.5
-------- ------ ------ --------
Net income.................................. $ 159.3 $183.5 $220.2 $ 281.1
======== ====== ====== ========
Fully diluted earnings per share............ $ .75 $ .86 $ 1.02 $ 1.29
Quarterly stock price:
High...................................... $ 21.63 $33.13 $50.75 $ 78.00
Low....................................... 15.25 19.94 32.56 44.75
Dividends declared per share................ 0.025 0.025 0.050 0.050
</TABLE>

As of August 29, 1996, the Company had 12,379 shareholders of record.

41
<PAGE>

MICRON TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Results of operations in the fourth quarter of 1996 benefited from 1) a
decrease in the estimated effective income tax rate for fiscal 1996, resulting
in a reduction of income tax expense of approximately $6.1 million, 2) a
pretax reduction of cost of goods sold of $54.9 million for the release of
previously established accruals upon resolution of product and process rights
contingencies, and 3) a $6.6 million pretax gain from disposal of equipment
which is included in selling, general and administrative expense. Fourth
quarter selling, general and administrative expenses include a $9 million
pretax charge for estimated selling costs on computer systems.

Selling, general and administrative expenses in the third quarter of 1996
reflect a $12.0 million pretax gain from disposal of equipment.

42
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

The Shareholders and Board of Directors
Micron Technology, Inc.

We have audited the consolidated financial statements of Micron Technology,
Inc., listed in the index on page 27 of this Form 10-K. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Micron
Technology, Inc., as of August 29, 1996, and August 31, 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended August 29, 1996, in conformity with generally
accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

Boise, Idaho
September 19, 1996,
except as to the Stock
Purchase Plans Note to
Consolidated Financial
Statements, the date of
which is September 30, 1996

43
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain information concerning the registrant's executive officers is
included under the caption "Officers and Directors of the Registrant"
following Part I, Item 1 of this report. Other information required by Items
10, 11, 12 and 13 will be contained in the registrant's Proxy Statement which
will be filed with the Securities and Exchange Commission within 120 days
after August 29, 1996, and is incorporated herein by reference.

44
<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

Consolidated financial statements and financial statement schedules--see
"Item 8. Financial Statements and Supplementary Data--Notes to Consolidated
Financial Statements--Contingencies."

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S>
3.1 Certificate of Incorporation of the Registrant, as amended. (6)
3.7 Bylaws of the Registrant, as amended.
10.82 Form of Indemnification Agreement between the Registrant and its
officers and directors. (1)
10.91 Board Resolution regarding stock and bonus plan vesting schedules in
the event of change in control of the Registrant. (2)
10.92 Additional provisions related to Management Bonus Arrangements for
Certain Executive Officers. (2)
10.100 Amended and Restated 1985 Incentive Stock Option Plan. (3)
10.103 Real Estate Agreement and Addendum dated May 29, 1991, between the
Registrant and Thomas T. Nicholson, Allen T. Noble, Don J. Simplot, J.
R. Simplot, Ronald C. Yanke, Semienterprises, a partnership and
Macron, a partnership. (4)
10.105 Form of Management bonus arrangements for Executive Officers of Micron
Technology, Inc., and Micron Semiconductor, Inc., for 1993. (4)
10.109 Form of Management bonus arrangements for Executive Officers of Micron
Technology, Inc., and Micron Semiconductor, Inc., for 1994. (5)
10.110 1994 Stock Option Plan. (6)
10.111 Executive Bonus Plan. (6)
10.112 Forms of Severence Agreement. (8)
10.113 Revolving Credit Agreement dated February 12, 1996, among the
Registrant and several financial institutions. (8)
10.114 Revolving Credit Agreement dated as of May 14, 1996, among the
Registrant and several financial institutions. (9)
10.115 First Amendment to Revolving Credit Agreement, dated as of August 20,
1996, among the Registrant and several financial institutions.
10.116 Registration Rights Agreement dated as of June 28, 1996, between the
Registrant and Canadian Imperial Bank of Commerce.
10.117 Registration Rights Agreement dated as of July 29, 1996, between the
Registrant and Canadian Imperial Bank of Commerce.
10.118 Irrevocable Proxy dated June 28, 1996, by Canadian Imperial Bank of
Commerce in favor of Micron Technology, Inc.
10.119 Irrevocable Proxy dated July 29, 1996, by J. R. Simplot Company in
favor of Micron Technology, Inc.
11.1 Computation of Per Share Earnings.
</TABLE>

45
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<C> <S>
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Accountants.
27.1 Financial Data Schedule.
</TABLE>
- --------
<TABLE>
<S> <C>
(1) Incorporated by Reference to Proxy Statement for the 1986 Annual Meeting of Shareholders.
(2) Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended August 31, 1989.
(3) Incorporated by Reference to Registration Statements on Forms S-8 (Reg. Nos. 33-38665, 33-38926, and
33-52653).
(4) Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended September 3, 1992.
(5) Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended September 2, 1993.
(6) Incorporated by Reference to Annual Report on Form 10-K for the fiscal year ended August 31, 1995.
(7) Incorporated by Reference to Registration Statement on Form S-8 (No. 333-07283).
(8) Incorporated by Reference to Quarterly Report on Form 10-Q for the fiscal quarter ended February 29,
1996.
(9) Incorporated by Reference to Quarterly Report on Form 10-Q/A for the fiscal quarter ended May 30,
1996.
</TABLE>

Exhibit numbers from Registration Statement on Form S-1 (Reg. No. 2-93343)
retained, where applicable.

(b) Reports on Form 8-K:

The registrant did not file any Reports on Form 8-K during the quarter ended
August 29, 1996.

46
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, IN THE CITY OF
BOISE, STATE OF IDAHO, ON THE 4TH DAY OF OCTOBER, 1996.

Micron Technology, Inc.

/s/ Wilbur G. Stover, Jr.
By: __________________________________
WILBUR G. STOVER, JR., VICE
PRESIDENT, FINANCE, CHIEF
FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
ANNUAL REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE

/s/ Steven R. Appleton Chairman of the October 4, 1996
- ------------------------------------ Board, Chief
(STEVEN R. APPLETON) Executive Officer
and President

/s/ Jerry M. Hess Director October 4, 1996
- ------------------------------------
(JERRY M. HESS)

/s/ Robert A. Lothrop Director October 4, 1996
- ------------------------------------
(ROBERT A. LOTHROP)

/s/ Thomas T. Nicholson Director October 4, 1996
- ------------------------------------
(THOMAS T. NICHOLSON)

/s/ Don J. Simplot Director October 4, 1996
- ------------------------------------
(DON J. SIMPLOT)

/s/ John R. Simplot Director October 4, 1996
- ------------------------------------
(JOHN R. SIMPLOT)

/s/ Gordon C. Smith Director October 4, 1996
- ------------------------------------
(GORDON C. SMITH)

<PAGE>

EXHIBIT 3.7

BYLAWS
OF
MICRON TECHNOLOGY, INC.

ARTICLE I

OFFICES

SECTION 1. The registered office shall be 100 West Tenth Street, in the
City of Wilmington, County of New Castle, State of Delaware.

SECTION 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. All meetings of the stockholders shall be held at the
principal office of the corporation in the City of Boise, State of Idaho, or at
such other place either within or without the State of Delaware as shall be
designated in the notice of the meeting or in a duly executed waiver of notice
thereof.

SECTION 2. Annual meetings of stockholders shall be held on such day
and such hour as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. At such meeting, the stockholders shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting.

SECTION 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

SECTION 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the
<PAGE>

name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

SECTION 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the Board of Directors, the Chairman of the
Board, the president, or by the holders of shares entitled to cast not less than
twenty percent (20%) of the votes at the meeting. Such request shall state the
purpose or purposes of the proposed meeting.

SECTION 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given to each stockholder entitled to vote at such meeting not
less than ten nor more than sixty days before the date of the meeting.

SECTION 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

SECTION 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

SECTION 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having
<PAGE>

voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of the statutes or of the Certificate of Incorporation, a different
vote is required in which case such express provision shall govern and control
the decision of the question.

SECTION 10. Unless otherwise provided in the Certificate of Incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, regardless of class, but no proxy shall be voted
on or after three years from its date, unless the proxy provides for a longer
period. Vote may be viva voice or by ballot; provided, however, that elections
for directors must be by ballot upon demand by a shareholder at the meeting and
before the voting begins.

At all elections of directors of the corporation each stockholder having
voting power shall be entitled to exercise the right of cumulative voting as
provided in the Certificate of Incorporation.

SECTION 11. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual of special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, of a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 1. The authorized number of directors of the corporation shall be
nine. The number of directors provided in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative vote of a majority of the outstanding
shares entitled to vote or by a resolution of the Board of Directors.

<PAGE>

SECTION 2. The directors shall be elected at each annual meeting of
shareholders, but if any such annual meeting is not held, or the directors are
not elected thereat, the directors may be elected at any special meeting of the
shareholders held for that purpose. All directors shall hold office until the
expiration of the term for which elected and until their respective successors
are elected, except in the case of death, resignation or removal of any
director. A director need not be a shareholder.

SECTION 3. Any director may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary of the Board
of Directors of the corporation, unless the notice specifies a late time for the
effectiveness of such resignation. If the resignation is effective at a future
time, a successor may be elected to take office when the resignation becomes
effective.

SECTION 4. The entire Board of Directors or any individual director
may be removed from office, prior to the expiration of their or his term of
office only in the manner and within the limitations provided by the General
Corporation Law of Delaware.

No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of such director's term of
office.

SECTION 5. A vacancy in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail at any
annual or special meeting of shareholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.

Vacancies in the Board of Directors may be filled by a majority of the
directors then in office, whether or not less than a quorum, or by a sole
remaining director. Each director so elected shall hold office until the
expiration of the term for which he was elected and until his successor is
elected at an annual or a special meeting of the shareholders, or until his
death, resignation or removal.

The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. Any such election by
written consent shall require the consent of a majority of the outstanding
shares

<PAGE>

entitled to vote.

SECTION 6. The business of the corporation shall be managed by or under
the direction of its Board of Directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or these Bylaws directed or required to be
exercised or done by the stockholders.

MEETING OF THE BOARD OF DIRECTORS

SECTION 7. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

SECTION 8. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.

SECTION 9. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

SECTION 10. Special meetings of the Board may be called by the president
on two days' notice to each director, either personally or by mail or by tele-
gram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of the Chairman of the Board or
two directors.

SECTION 11. At all meetings of the Board a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be other-
wise specifically provided by statute or by the Certificate of Incorporation.
If a

<PAGE>

quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

SECTION 12. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

SECTION 13. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

SECTION 14. The Board of Directors may, by resolution passed by a
majority of the authorized number of directors, appoint an executive committee
consisting of two or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. The
executive committee, to the extent provided in the resolution of the Board of
Directors and subject to any limitation by statute, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but it shall not
have the power or authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
Bylaws of the corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provide, it shall not have the power or authority to
declare a dividend or to authorize the issuance of stock.

SECTION 15. The Board of Directors may, by
<PAGE>

resolution adopted by a majority of the authorized number of directors,
designate such other committees, each consisting of 2 or more directors, as it
may from time to time deem advisable to perform such general or special duties
as may from time to time be delegated to any such committee by the Board of
Directors, subject to the limitations imposed by statute or by the Certificate
of Incorporation or by these Bylaws. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee.

COMPENSATION OF DIRECTORS

SECTION 17. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance of each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

ARTICLE IV

NOTICES

SECTION 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

SECTION 2. Whenever any notice is required to be given under the
provisions of the Delaware statutes or of the Certificate of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

ARTICLE V

OFFICERS

SECTION 1. The officers of the corporation shall be chosen by the Board
of Directors, and shall be a president,

<PAGE>

a vice-president, a secretary, and a treasurer. The Board of Directors may also
choose additional vice-presidents, and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these Bylaws otherwise provide.

SECTION 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice-
presidents, a secretary and a treasurer.

SECTION 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

SECTION 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

SECTION 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

THE CHAIRMAN OF THE BOARD

SECTION 6. The Chairman of the Board, if there shall be such an
officer, shall, if present, preside at all meetings of the Board of Directors,
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by these Bylaws.

THE PRESIDENT

SECTION 7. Subject to such supervisory powers, if any, as may be given
by the Board of Directors to the Chairman of the Board, if there be such an
officer, the President shall be the general manager of the corporation and
shall, subject to the control of the Board of Directors, have general
supervision, direction, and control of the business and officers of the
corporation. He shall preside
<PAGE>

at all meetings of the shareholders and in the absence of the Chairman of the
Board or if there be none, at all meetings of the Board of Directors. He shall
be ex officio a member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties of management
usually vested in the office of president of a corporation, and shall have such
other powers and duties as may be prescribed by the Board of Directors or by
these Bylaws.

SECTION 8. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

THE VICE-PRESIDENTS

SECTION 9. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

SECRETARY AND ASSISTANT SECRETARY

SECTION 10. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
president, under whose supervision he shall be placed. He shall have custody of
the corporate seal of the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by his signature or by the signature of such
assistant secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.
<PAGE>

SECTION 11. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

SECTION 12. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

SECTION 13. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

SECTION 14. If required by the Board of Directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

SECTION 15. If the assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

ARTICLE VI
<PAGE>

CERTIFICATE OF STOCK

SECTION 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vicechairman of the Board of Directors, or the president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
him in the corporation.

Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock
or more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face of back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

SECTION 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature have been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

SECTION 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issues by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit to that fact by the person
<PAGE>

claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

SECTION 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

SECTION 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any such other action. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

REGISTERED STOCKHOLDERS

SECTION 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

SECTION 7. The accounting books and records, and
<PAGE>

minutes of proceedings of the shareholders and the Board of Directors and
committees of the Board shall be open to inspection upon written demand made
upon the corporation by any shareholder or the holder of a voting trust
certificate, at any reasonable time during usual business hours, for a purpose
reasonably related to his interest as a shareholder, or as the holder of such
voting trust certificate. The record of shareholders shall also be open to
inspection by any shareholder or holder of a voting trust certificate at any
time during usual business hours upon written demand on the corporation, for a
purpose reasonably related to such holder's interest as a shareholder or holder
of a voting trust certificate. Such inspection may be made in person or by an
agent or attorney, and shall include the right to copy and to make extracts.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

SECTION 1. Dividends upon the capital stock of the corporation, subject
to the provision of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

SECTION 2. Before payment of any dividend, there may be set aside out
of funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

CHECKS

SECTION 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

FISCAL YEAR

SECTION 4. The fiscal year of the corporation shall
<PAGE>

be fixed by resolution of the Board of Directors.

SEAL

SECTION 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

SECTION 6. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.

ARTICLE VIII

AMENDMENTS

SECTION 1. These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted by the stockholders or by the Board of Directors at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the Certificate of Incorporation it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal Bylaws.

I, Nancy A. Stanger, the secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify:

The foregoing bylaws, comprising 14 pages, were adopted as the bylaws of
Micron Technology on May 21, 1984.

DATED: May 25 , 19 84
--- ---- --------------------

/s/ Nancy A. Stanger
-------------------------
Nancy A. Stanger
SEAL

CERTIFICATE OF FIRST AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.

We, the undersigned, being the President and Secretary, respectively, of
MICRON TECHNOLOGY, INC., a corporation organized and existing under the laws of
the State of Delaware, do hereby certify that a meeting of the Board of
Directors of this Corporation was held on December 17, 1984 and an amendment to
the Bylaws of MICRON TECHNOLOGY, INC. was unanimously adopted.

The amendment adopted was pursuant to a Resolution reading as follows:
<PAGE>

RESOLVED: The Board hereby approves that the second paragraph of Article
II Section 10 of the Bylaws of the Company be amended to read as follows:

"At all elections of directors of the corporation each stockholder having
voting power shall be entitled to exercise the right of cumulative voting as
provided in the Certificate of Incorporation. However, no stockholder shall be
entitled to cumulate votes for a candidate or candidates unless such candidate's
name or candidate's names have been placed in nomination prior to the voting and
a stockholder has given notice at the meeting prior to the voting of the
stockholder's intention to cumulate votes. If any stockholder has given such
notice, all stockholders may cumulate their votes for candidates in nomination."

IN WITNESS WHEREOF, we have hereunto set our hands and the seal of the
Corporation this 5th day of ____ July, 1985.

MICRON TECHNOLOGY, INC.

BY: /s/ Joseph L. Parkinson
- ------------------------------
Joseph L. Parkinson, President

(SEAL)

BY: /s/ Cathy L. Smith
- -------------------------------
Cathy L. Smith, Secretary

STATE OF IDAHO )
) ss.
County of Ada )

On this 5th day of July, 1985, before me, the undersigned, personally appeared
---- -----------
JOSEPH L. PARKINSON and CATHY L. SMITH, known to me to be the President and
Secretary, respectively, of MICRON TECHNOLOGY, INC., the corporation that
executed the instrument or the persons who executed the instrument on behalf of
said corporation, and acknowledged to me that such corporation executed the
same.

IN WITNESS WHEREOF, I have hereunto set my hand
<PAGE>

and affixed my official seal in said County the day and year first above
written.

/s/ Jill L. Henson
- ------------------
Notary Public
for Idaho Residing at Boise

CERTIFICATE OF SECOND AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on March 3, 1986:

RESOLVED: Article III Section 1 of the Bylaws of this corporation are
hereby amended to read as follows:
SECTION 1. The authorized number of directors of the
Corporation shall be ten. The number of directors provided in this Section 1 may
be changed by a Bylaw duly adopted by the affirmative vote of a majority of the
outstanding shares entitled to vote or by a resolution of the Board of
Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 3rd day of March, 1986.
--- -----

/s/ Cathy L. Smith
- ------------------
Corporate Secretary

(SEAL)

CERTIFICATE
THIRD AMENDMENT
TO THE BYLAWS
OF
MICRON TECHNOLOGY, INC.

RESOLVED: Article III
Section
1 of the Bylaws of this corporation are hereby amended to read as follows:

SECTION 1. The authorized number of directors of the
Corporation shall be nine. The number of directors provided in this Section 1
may be changed by a Bylaw duly adopted by the affirmative vote of a majority of
the outstanding shares entitled to vote or by a resolution of the Board of
Directors.

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 24th day of November, 1986.
---- --------

/s/ Cathy L. Smith
- ------------------
Corporate Secretary

(SEAL)

CERTIFICATE OF FOURTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolution was adopted
by the Board of Directors on September 28, 1987:

RESOLVED: Article III Section 1 of the Bylaws of this corporation are hereby
amended to read as follows:

SECTION 1. The authorized number of directors of the
Corporation shall be eight. The number of directors provided in this Section 1
may be changed by a Bylaw duly adopted by the affirmative vote of a majority of
the outstanding shares entitled to vote or by a resolution of the Board of
Directors.

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 28th day of September, 1987.
---- ---------
<PAGE>

/s/ Cathy L. Smith
- ------------------
Cathy L. Smith
Corporate Secretary

(SEAL)

CERTIFICATE OF FIFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on March 28, 1988:

RESOLVED: Article III Section 1 of the Bylaws of this corporation are
hereby amended to read as follows:

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 28th day of March, 1988.
---- -----

/s/Cathy L. Smith
- -----------------
Corporate Secretary

(SEAL)

CERTIFICATE OF SIXTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolution was
<PAGE>

adopted by the Board of Directors on October 3, 1988:

RESOLVED: Article III Section 1 of the Bylaws of this corporation are
hereby amended to read as follows:

SECTION 1. The authorized number of directors of the
Corporation shall be ten. The number of directors provided in this Section 1 may
be changed by a Bylaw duly adopted by the affirmative vote of a majority of the
outstanding shares entitled to vote or by a resolution of the Board of
Directors.

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 17th day of October, 1988.

/s/ Cathy L. Smith
- ------------------
Corporate Secretary

(SEAL)

CERTIFICATE OF SEVENTH AMENDMENT TO THE BYLAWS
OF
MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on September 25, 1989:

RESOLVED: Article III Section 1 of the Bylaws of this corporation are
hereby amended to read as follows:

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 28th day September, 1989.
<PAGE>

Cathy L. Smith ------------Corporate
Secretary
(SEAL)

CERTIFICATE OF EIGHTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolution was adopted
by the Board of Directors on October 30, 1989: RESOLVED: Article III Section 1
of the Bylaws of this corporation are hereby amended to read as follows:
SECTION 1. The authorized number of directors of the Corporation shall be
eight. The number of directors provided in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative vote of a majority of the outstanding
shares entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 30th day of October, 1989.

Cathy L. Smith -------------
- --

Corporate Secretary
(SEAL)

CERTIFICATE OF NINTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on August 27, 1990:

RESOLVED: Article III Section 1 of the
<PAGE>

Bylaws of this corporation are hereby amended to read as follows:
SECTION 1. The authorized number of directors of the
Corporation shall be nine. The number of directors provided in this Section 1
may be changed by a Bylaw duly adopted by the affirmative vote of a majority of
the outstanding shares entitled to vote or by a resolution of t he Board of
Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 27th day of August, 1990.
Cathy L. Smith ------------Corporate
Secretary
(SEAL)

CERTIFICATE OF TENTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on September 24, 1990:

RESOLVED: Article III, Section 1 of the Bylaws of this corporation are
hereby amended to read as follows:
SECTION 1. The authorized number of directors of the
Corporation shall be ten. The number of directors provided in this Section 1 may
be changed by a Bylaw duly adopted by the affirmative vote of a majority of the
outstanding shares entitled to vote or by a resolution of the Board of
Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 24th day of September, 1990.
Cathy L. Smith -----------Corporate
Secretary
(SEAL)
<PAGE>

CERTIFICATE OF ELEVENTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc., a
Delaware corporation, hereby certify that the following resolution was adopted
by the Board of Directors on July 27, 1992:

RESOLVED: Article III Section 1 of the Bylaws of this corporation are
hereby amended to read as follows:
SECTION 1. The authorized number of directors of the Corporation shall be
eight. The number of directors provided in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative vote of a majority of the outstanding
shares entitled to vote or by a resolution of the Board of Directors.

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 27th day of July, 1992.
Cathy L. Smith -----------Corporate
Secretary

(SEAL)

CERTIFICATE OF TWELFTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc. a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on May 23, 1994:
RESOLVED: Article III, Section I of the Bylaws of this corporation are
hereby amended to read as follows:
SECTION I. The authorized number of directors of the Corporation shall be ten.
The number of directors provided in this Section
<PAGE>

I may be changed by a Bylaw duly adopted by the affirmative vote of a majority
of the outstanding shares entitled to vote or by a resolution of the Board of
Directors.

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 23rd day of May, 1994.
Cathy L. Smith -----------------Corporate
Secretary
(SEAL)

CERTIFICATE OF THIRTEENTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc. a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on September 1, 1994:

IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 1st day of September , 1994.
Cathy L. Smith -----------------Corporate
Secretary
(SEAL)

CERTIFICATE OF FOURTEENTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.
<PAGE>

I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc. a
Delaware corporation, hereby certify that the following resolution was adopted
by the Board of Directors on October 27, 1994:

RESOLVED: Article III, Section I of the Bylaws of this corporation are hereby
amended to read as follows:
SECTION I. The authorized number of directors of the Corporation shall be
ten. The number of directors provided in this Section I may be changed by a
Bylaw duly adopted by the affirmative vote of a majority of the outstanding
shares entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal
of said corporation effective as of the 27th day of October, 1994.
Cathy L. Smith -----------------Corporate
Secretary
(SEAL)

CERTIFICATE OF FIFTEENTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolution was adopted by the
Board of Directors on February 5, 1996:
RESOLVED, that pursuant to Article VIII, Section 1 of the Company's
Bylaws, the Board hereby amends Article V, Section 1 of the Bylaws to
read in its entirety as follows:
The officers of the corporation shall be chosen by the Board of Directors, and
shall be a president or chief executive officer, a secretary, and a treasurer.
The Board of Directors may also choose additional officers, including a
president, vice president(s), and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these Bylaws otherwise provide.
IN WITNESS WHEREOF, I hereunto set my hand
<PAGE>

and affixed the corporate seal of said corporation effective as of the 7th day
of February, 1996.
Jan R. Reimer ---------------------Assistant
Secretary (SEAL)

CERTIFICATE OF SIXTEENTH AMENDMENT TO THE BYLAWS OF MICRON TECHNOLOGY, INC.

I, Jan R. Reimer, Assistant Secretary of Micron Technology, Inc., a Delaware
corporation, hereby certify that the following resolutions were adopted by the
Board of Directors on September 30, 1996:
RESOLVED, that Article II, Section 10 of the Bylaws of this Company
be amended to read as follows:
SECTION 10. At all elections of directors of the corporation each
stockholder having voting power shall be entitled to exercise the right of
cumulative voting as provided in the Certificate of Incorporation. However, no
stockholder shall be entitled to cumulate votes for a candidate or candidates
unless such candidate's name or candidates' names have been placed in nomination
prior to the voting and a stockholder has given written notice to Secretary of
the corporation of the stockholder's intention to cumulate votes at least 15
days prior to the date of the meeting. If any stockholder has given such notice,
all stockholders may cumulate their votes for candidates in nomination.
RESOLVED FURTHER, that Article II of the Bylaws of this Company be amended
to add Section 12, which will read in its entirety as follows:
SECTION 12. Advance Notice of Stockholder Nominees and Stockholder
Business
(a) To be properly brought before an annual meeting or special
meeting, nominations for the election of directors
<PAGE>

or other business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of
directors, (ii) otherwise properly brought before the meeting by or at the
direction of the board of directors or (iii) otherwise properly brought
before the meeting by a stockholder.
(b) For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
office of the corporation not less than one hundred twenty (120) calendar days
in advance of the date specified in the corporation's proxy statement released
to stockholders in connection with the previous year's annual meeting of
stockholders; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received a reasonable time before the solicitation is made. A stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: (i) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation which are
beneficially owned by the stockholder, (iv) any material interest of the
stockholder in such business and (v) any other information that is required to
be provided by the stockholder pursuant to Regulation 14A under the securities
Exchange Act of 1934, as amended (the "Exchange Act"), in his capacity as a
proponent to a stockholder proposal. Notwithstanding the foregoing, in order to
<PAGE>

include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholders' meeting, stockholders must
provide notice as required by the regulations promulgated under the Exchange
Act. Notwithstanding anything in these bylaws to the contrary, no business shall
be conducted at any annual meeting except in accordance with the procedures set
forth in this Section 12. The chairman of the annual meeting shall, if the facts
warrant, determine and declare at the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this Section
12, and, if he should so determine, he shall so declare at the meeting that any
such business not properly brought before the meeting shall not be transacted.
(c) Only persons who are nominated in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (c). Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the corporation in accordance with the provisions
of paragraph (b) of this Section 12. Such stockholder's notice shall set forth
(i) as to each person, if any, whom the stockholder proposes to nominate for
election or re-election as a director: (A) the name, age, business address and
residence address of such person, (B) the principal occupation or employment of
such person, (C) the class and number of shares of the corporation which are
beneficially owned by such person, (D) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons
<PAGE>

(naming such person or persons) pursuant to which the nominations are to be made
by the stockholder and (E) any other information relating to such person that is
required to be disclosed in solicitations of proxies for elections of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including without limitation such person's written consent to
being named in the proxy statement, if any, as a nominee and to serving as a
director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to paragraph (b) of this Section
12. At the request of the Board of Directors, any person nominated by a
stockholder for election as a director shall furnish to the Secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this paragraph (c). The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
bylaws; and if he should so determine, he shall so declare at the meeting, and
the defective nomination shall be disregarded.
RESOLVED FURTHER, that Article III, Section 1 of the Bylaws of this
Company be amended to read as follows:
SECTION 1. The authorized number of directors of the Corporation
shall be seven. The number of directors provided in this Section 1 may be
changed by a Bylaw duly adopted by the affirmative vote of a majority of the
outstanding shares entitled to vote or by a resolution of the Board of
Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the corporate seal of
said
<PAGE>

corporation effective as of the 30th day of September, 1996.
/s/ Jan R. Reimer --------------------

Assistant Secretary

(SEAL)

<PAGE>

Exhibit 10.115

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
---------------------------------------------

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment"),
---------
dated as of August 20, 1996, is entered into by and among MICRON TECHNOLOGY,
INC. (the "Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
-------
agent for itself and the Banks (the "Agent"), and the several financial
-----
institutions party to the Credit Agreement (collectively, the "Banks").
-----

RECITALS
--------

A. The Company, the Banks and the Agent are parties to a Revolving
Credit Agreement dated as of May 14, 1996 (the "Credit Agreement"), pursuant to
----------------
which the Banks have extended certain credit facilities to the Company.

B. The Company has requested that the Agent and the Banks agree to
certain amendments of the Credit Agreement.

C. The Agent and the Banks are willing to amend the Credit Agreement,
subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms
-------------
used herein shall have the meanings assigned to them in the Credit Agreement.

2. Amendments to Credit Agreement.
------------------------------

(a) Subsection 5.11(b) and Section 5.19 of the Credit Agreement
are each hereby amended by deleting the date "March 15, 1996" set forth therein
and inserting the date "July 24, 1996" in its place.

(b) Section 6.02 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of subsection (d), (ii) deleting the period
at the end of subsection (e) and replacing it with "; and" and (iii) adding the
following subsection (f) at the end thereof:

"(f) on or before February 27, 1997 (2Q97), a certificate
executed by a Responsible Officer indicating whether the Company has
consummated equipment financings of at least $300,000,000 from and
including February 29, 1996 through and including February 27, 1997
(2Q97)."

(c) Subsection 7.01(j) of the Credit Agreement is hereby amended
by deleting the reference to "15%" therein and replacing it with "20%".
<PAGE>

(d) Subsection 7.03(c) of the Credit Agreement is hereby amended and
restated in its entirety so as to read as follows:

"(c) any other material (greater than $1,000,000 individually)
assets, including the capital stock of Subsidiaries owned by the
Company, outside the ordinary course of business (the parties hereby
agreeing that dispositions of inventory, or used, worn-out or surplus
equipment, or equipment pursuant to Permitted Sale-Leaseback
Transactions shall be considered to be dispositions in the ordinary
course of business), if the aggregate fair market value of all
material assets so sold by the Company and its Subsidiaries, together
with the aggregate fair market value of any material (greater than
$1,000,000 individually) assets disposed of pursuant to sale-leaseback
transactions which do not constitute Permitted Sale-Leaseback
Transactions, on a cumulative basis, would exceed 10% of the
Company's consolidated tangible assets as of the last day of the
fiscal quarter most recently ended prior thereto; provided that
--------
any such dispositions of assets by or among the Company and its
Subsidiaries must be permitted by Section 7.07."

(e) Subsection 7.04(d) of the Credit Agreement is hereby amended and
restated in its entirety so as to read as follows:

"(d) any Subsidiary may liquidate or dissolve, provided,
that if such Subsidiary is not a Wholly-Owned Subsidiary, any
proceeds of such liquidation or dissolution which the Company
is entitled to receive by virtue of its ownership in such
Subsidiary and which are not distributed directly or indirectly
to the Company would be a distribution permitted under
Section 7.09(d)."

(f) Subsection 7.05(c) of the Credit Agreement is hereby amended and
restated in its entirety so as to read as follows:

"(c) Investments made by the Company to or in its
Subsidiaries (including Micron Electronics, Inc.), or by a
Subsidiary of the Company to or in the Company or another
Subsidiary, to the extent permitted by Section 7.07, provided,
that (i) Investments to or in Micron Electronics, Inc. may
not at any time exceed $100,000,000 in aggregate principal
amount outstanding, and (ii) Investments to or in any Subsidiary
that is not a Wholly-Owned Subsidiary (other than Micron
Electronics, Inc.) may not at any time exceed, in aggregate
principal amount outstanding, an amount equal to 5% of
Consolidated Tangible Net Worth as of the last day of the fiscal
quarter most recently ended prior thereto;"

(g) Clause (i) of subsection 7.05(e) of the Credit Agreement is hereby
amended and restated in its entirety so as to read as follows:

"(i) the cumulative aggregate consideration paid (including the
assumption of debt), or outstanding principal amount, in the case of an
advance, loan or other extension of credit, or assets contributed in all
such Investments after the Closing Date (including the proposed Investment)
does not at any time exceed 25% of the consolidated tangible assets of the
Company as of the last day of the fiscal quarter most recently ended prior
thereto,"

2
<PAGE>

(h) Subsection 7.06(h) of the Credit Agreement is hereby amended and
restated in its entirety so as to read as follows:

"(h) Indebtedness incurred by Subsidiaries of the Company
(including Micron Electronics, Inc.) from Persons other than
the Company or another Subsidiary (excluding Indebtedness
permitted under subsection 7.06(d)) up to a maximum aggregate
principal amount outstanding of $100,000,000;"

(i) Section 7.12 of the Credit Agreement is hereby amended and restated in
its entirety so as to read as follows:

"7.12 Adjusted Quick Ratio. The Company shall not permit,
--------------------
as of the last day of any fiscal quarter, the ratio of (a) the
sum of (i) cash, cash equivalents and liquid investments, and
(ii) net trade accounts receivable of the Company and its
Subsidiaries on a consolidated basis, to (b) the sum (without
duplication) of (i) current liabilities of the Company and its
Subsidiaries on a consolidated basis (plus long-term liabilities
related to customer deposits), and (ii) any Loans outstanding,
to be less than the amount set forth below for the applicable date:

Minimum Adjusted As of the last day of the
Quick Ratio fiscal quarter ending
----------- ---------------------
0.45 to 1.00 August 29, 1996 (4Q96)
0.40 to 1.00 November 28, 1996 (1Q97)
0.40 to 1.00 February 27, 1997 (2Q97)
0.40 to 1.00 May 29, 1997 (3Q97)
0.50 to 1.00 August 28, 1997 (4Q97)
0.50 to 1.00 November 27, 1997 (1Q98)
0.50 to 1.00 February 26, 1998 (2Q98)
0.70 to 1.00 May 28, 1998 (3Q98) and
as of the last day of each
fiscal quarter thereafter

(j) Section 7.13 of the Credit Agreement is hereby amended and restated in
its entirety so as to read as follows:

"7.13 Consolidated Tangible Net Worth. The Company shall
-------------------------------
not permit, as of the last day of any fiscal quarter, Consolidated
Tangible Net Worth to be less than an amount equal to $2,172,333,000,
plus the sum of (a) 75% of Consolidated Net Income (not reduced by
----
Consolidated Net Loss for any period) earned in each fiscal
quarterly accounting period commencing after the Closing Date,
and (b) 100% of the amount by which Consolidated Tangible Net Worth
increases as a result of any secondary public or private offering
of equity securities by the Company and its Subsidiaries (not in
connection with an Acquisition or employee stock option or
purchase plans) after the Closing Date."

3
<PAGE>

(k) Section 7.15 of the Credit Agreement is hereby amended and restated in
its entirety so as to read as follows:

"7.15 Minimum Cash Flow. The Company shall not permit,
-----------------
as of the last day of any fiscal quarter, EBITDA for the fiscal
quarter then ending, to be less than the amount set forth below:

For the
Minimum EBITDA fiscal quarter ending
-------------- ---------------------

$ 70,000,000 August 29, 1996 (4Q96)
$100,000,000 November 28, 1996 (1Q97)
$110,000,000 February 27, 1997 (2Q97)
$165,000,000 May 29, 1997 (3Q97)
$205,000,000 August 28, 1997 (4Q97)
$215,000,000 November 27, 1997 (1Q98)
$230,000,000 February 26, 1998 (2Q98)
$250,000,000 May 28, 1998 (3Q98)
$300,000,000 September 3, 1998 (4Q98)
and as of the last day of each
fiscal quarter thereafter

(l) Article VII of the Credit Agreement is hereby amended by adding the
following Section 7.16 at the end thereof:

"7.16 Maximum Consolidated Net Loss. The Company shall
-----------------------------
not permit, as of the last day of the applicable fiscal quarter,
Consolidated Net Loss to exceed (a) $25,000,000, for the fiscal
quarter ending August 29, 1996 (4Q96), (b) $15,000,000, for the
fiscal quarter ending November 28, 1996 (1Q97), and (c) $5,000,000,
for the fiscal quarter ending February 27, 1997 (2Q97).

(m) Section 8.04 of the Credit Agreement is hereby amended and restated in
its entirety so as to read as follows:

"8.04 Certain Financial Covenant Defaults. In the event
-----------------------------------
that, after taking into account any extraordinary charge to
earnings taken or to be taken as of the end of any fiscal perio
of the Company (a "Charge"), and if solely by virtue of such
------
Charge, there would exist an Event of Default due to the breach
of any of Sections 7.12, 7.13, 7.14, 7.15 or 7.16 as of such fiscal
period end date, such Event of Default shall be deemed to arise
upon the earlier of (a) the date after such fiscal period end date
on which the Company announces publicly it will take, is taking or
has taken such Charge (including an announcement in the form of a
statement in a report filed with the SEC) or, if such announcement
is made prior to such fiscal period end date, the date that is
such fiscal period end date, and (b) the date the Company delivers
to the Agent its audited annual or unaudited quarterly financial
statements in respect of such fiscal period reflecting such Charge
as taken."

(n) Schedule 2.01 (Commitments and Pro Rata Shares) to the Credit
Agreement is hereby replaced in its entirety by Schedule 2.01 attached hereto.

4
<PAGE>

(o) Exhibit C (Form of Borrowing Base Certificate) to the Credit Agreement
is hereby replaced in its entirety by Exhibit C attached hereto.

(p) Exhibit D (Form of Compliance Certificate) to the Credit Agreement is
hereby replaced in its entirety by Exhibit D attached hereto.

(q) The definitions of the following terms contained in Annex I to the
Credit Agreement are each hereby amended and restated in their entirety so as to
read as follows:

"Applicable Fee Percentage" means, for any date, the per annum
percentage amount set forth below based on the Leverage Ratio set forth
in the Compliance Certificate most recently delivered pursuant to Section
6.02(b):

Leverage Applicable
Ratio Fee Percentage
----- --------------

Less than 0.250 0.150%
Greater than or equal to 0.250 but less than 0.450 0.225%
Greater than or equal to 0.450 but less than 0.650 0.275%
Greater than or equal to 0.650 0.350%

The Applicable Fee Percentage shall be adjusted automatically
as to the commitment fee then accruing effective as of the 90th
day after the end of each fiscal year and the 45th day of the end
of the first three fiscal quarters of each fiscal year based on the
Leverage Ratio set forth in the most recently delivered Compliance
Certificate.

"Applicable Margin" means, for any date, with respect to
-----------------
each Offshore Rate Loan or Base Rate Loan outstanding on such
date, the applicable margin (on a per annum basis) set forth
below based on the Leverage Ratio set forth in the Compliance
Certificate most recently delivered pursuant to Section 6.02(b):

<TABLE>
<CAPTION>
Applicable Margin

Leverage Offshore Rate Base Rate
Ratio Loans Loans
- ------------------------------ ------------- ---------
<S> <C> <C>

Less than 0.250 0.400% 0.000%
Greater than or equal to 0.250 but less than 0.450 0.650% 0.000%
Greater than or equal to 0.450 but less than 0.650 0.750% 0.000%
Greater than or equal to 0.650 0.875% 0.000%

</TABLE>

5
<PAGE>

Provided, that at any time as the aggregate outstanding principal
amount of Loans exceeds $250,000,000, the Applicable Margin in
respect of any Offshore Rate Loans and Base Rate Loans then
outstanding shall be increased by an additional 0.250%.

The Applicable Margin shall be adjusted automatically as to
all Loans then outstanding effective as of the 90th day after the
end of each fiscal year and the 45th day of the end of the first
three fiscal quarters of each fiscal year based on the Leverage
Ratio set forth in the most recently delivered Compliance
Certificate.

"Borrowing Base" means, as of any date of determination,
--------------
an amount equal to (a) $200,000,000, plus (b) 70% of the Adjusted
Net Accounts Receivables Amount, less (c) the Pari Passu Debt
Amount, as of such date; provided, however, that if the average
-------- -------
daily used portion of the combined Commitments of all the Banks
for the prior fiscal month (computed on a monthly basis in arrears
on the last Business Day of each fiscal month based upon the daily
utilization for that fiscal month as calculated by the Agent)
exceeds 50%, (i) on and after May 30, 1997, or (ii) on and after
February 28, 1997 if the Company has not consummated equipment
financings of at least $300,000,000 from and including February 29,
1996 through and including February 27, 1997 (2Q97), then,
----
"Borrowing Base" shall mean, as of any date of determination, an
amount equal to (a) 70% of the outstanding face amount of Eligible
Accounts Receivable, less (b) the Pari Passu Debt Amount, as of
such date.

"EBITDA" means, for any period, Consolidated Net Income or
------
Consolidated Net Loss, as the case may be, for such period, plus
----
the sum of (a) consolidated interest expense, (b) income tax
expense, (c) depreciation expense, and (d) amortization expense,
which were deductible in determining Consolidated Net Income or
Consolidated Net Loss.

(r) The definition of the term "Net Proceeds" contained in Annex I to the
Credit Agreement is hereby deleted.

(s) Annex I to the Credit Agreement is hereby amended to add the following
defined term therein, in appropriate alphabetical order:

"Permitted Sale-Leaseback Transaction" means a transaction pursuant to
------------------------------------
which the Company or any of its Subsidiaries purchases equipment and,
within 12 months thereafter, sells such equipment to, and leases back such
equipment from, a third-party pursuant to an operating or capital lease.

3. Representations and Warranties. The Company hereby represents and
------------------------------
warrants to the Agent and the Banks as follows:

(a) No Default or Event of Default has occurred and is continuing.

(b) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
notice to or action by, any Person (including any Governmental Authority) in
order to be effective and enforceable. The Credit Agreement as amended by this
Amendment constitutes the legal, valid and binding obligations of the Company,
enforceable against it in accordance with its respective terms.

6
<PAGE>

(c) The representations and warranties of the Company contained in
Article V of the Credit Agreement (except for the representations and warranties
contained in Sections 5.05 and 5.14) are true and correct, except to the extent
such representations and warranties relate to an earlier date, in which case
they were true and correct as of such earlier date.

(d) The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Agent and
the Banks or any other Person.

4. Effective Date. This Amendment will become effective as of August 20,
--------------
1996 (the "Effective Date"), provided that each of the following conditions
-------------- --------
precedent is satisfied:

(a) The Agent has received from the Company and the Majority Banks a
duly executed original (or, if elected by the Agent, an executed facsimile copy)
of this Amendment.

(b) All representations and warranties contained herein are true and
correct as of the Effective Date.

(c) The Agent has received from the Company, for the account of the
Banks, a non-refundable amendment fee in the amount of $500,000, to be allocated
among the Banks on the basis of their respective Pro Rata Shares of the
Commitment, as reduced by this Amendment.

(d) The Agent has received from the Company, solely for the account
of the Agent, such other fees as may be agreed to by the Agent and the Company.

5. Reservation of Rights. The Company acknowledges and agrees that the
---------------------
execution and delivery by the Agent and the Banks of this Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Agent or the
Banks to forbear or execute similar amendments under the same or similar
circumstances in the future.

6. Miscellaneous.
-------------

(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein to such Credit Agreement shall henceforth refer to
the Credit Agreement as amended by this Amendment. This Amendment shall be
deemed incorporated into, and a part of, the Credit Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and thereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.

(d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this document may be delivered by any party thereto
either in the form of an executed original or an executed original sent by
facsimile transmission to be followed promptly by mailing of a hard copy
original, and that receipt by the Agent of a facsimile transmitted document
purportedly bearing the signature of a Bank or the

7
<PAGE>

Company shall bind such Bank or the Company, respectively, with the same force
and effect as the delivery of a hard copy original. Any failure by the Agent to
receive the hard copy executed original of such document shall not diminish the
binding effect of receipt of the facsimile transmitted executed original of such
document of the party whose hard copy page was not received by the Agent.

(e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of Section 10.01 of the Credit
Agreement.

(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.

(g) The Company covenants to pay to or reimburse the Agent, upon
demand, for all costs and expenses (including allocated costs of in-house
counsel) incurred in connection with the development, preparation, negotiation,
execution and delivery of this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.

MICRON TECHNOLOGY, INC.

By: /S/ Norman L. Schlachter
-----------------------------
Name: Norman L. Schlachter
Title: Treasurer

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent

By: /s/ Wendy M. Young
-----------------------------
Name: Wendy M. Young
Title: Vice President

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank

By: /s/ Michael J. McCutchin
-----------------------------
Name: Michael J. McCutchin
Title: Vice President

8
<PAGE>

SEATTLE FIRST NATIONAL BANK, as Co-Agent

By: /s/ Thomas P. Rook
-----------------------------
Name: Thomas P. Rook
Title: Vice President

BANK OF MONTREAL, as Co-Agent

By: /s/ Authorized Signatory
-----------------------------
Name:
Title:

PNC BANK, NATIONAL ASSOCIATION,
as Co-Agent

By: /s/ Jeffrey P. White
-----------------------------
Name: Jeffrey P. White
Title: Commercial Banking Officer

UNITED STATES NATIONAL BANK OF OREGON,
as Co-Agent

By: /s/ Jeff A. Killian
-----------------------------
Name: Jeff A. Killian
Title: Vice President

9
<PAGE>

ABN AMRO BANK N.V. SEATTLE BRANCH
By: ABN AMRO North America, Inc., as agent

By: /s/ Lee-Lee Miao
-----------------------------
Name: Lee-Lee Miao
Title: Vice President and Director

By: /s/ Leif H. Olsson
-----------------------------
Name: Leif H. Olsson
Title: Group Vice President and Director

BANQUE NATIONALE DE PARIS

By: /s/ Rafael C. Lumanlan
-----------------------------
Name: Rafael C. Lumanlan
Title: Vice President

By: /s/ Charles Day
-----------------------------
Name: Charles Day
Title: Assistant Vice President

FIRST SECURITY BANK OF IDAHO, N.A.

By: /s/ Brian W. Cook
-----------------------------
Name: Brian W. Cook
Title: Vice President

10
<PAGE>

FLEET NATIONAL BANK

By: /s/ Frank Bonesh
--------------------------------
Name: Frank Bonesh
Title: Vice President

KEY BANK OF WASHINGTON

By: /s/ Richard J. Amery
--------------------------------
Name: Richard J. Amery
Title: Assistant Vice President

MELLON BANK, N.A.

By: /s/ B. Charles Jackson
--------------------------------
Name: B. Charles Jackson
Title: Senior Vice President

ROYAL BANK OF CANADA

By: /s/ Michael Cole
--------------------------------
Name: Michael Cole
Title: Manager

THE BANK OF NEW YORK

By: /s/ Bruce C. Miller
--------------------------------
Name: Bruce C. Miller
Title: Vice President and
Division Manager

11
<PAGE>

THE BANK OF NOVA SCOTIA

By: /s/ J.S. York
---------------------------
Name: J.S. York
Title: Vice President

THE DAI-ICHI KANGYO BANK, LIMITED, SAN
FRANCISCO AGENCY

By: /s/ Seigo Makino
---------------------------
Name: Seigo Makino
Title: Joint General Manager

THE FUJI BANK, LIMITED, LOS ANGELES
AGENCY

By: /s/ Nobuhiro Umemura
---------------------------
Name: Nobuhiro Umemura
Title: Joint General Manager

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
SAN FRANCISCO AGENCY

By: /s/ Yoh Nakahara
---------------------------
Name: Yoh Nakahara
Title: General Manager

12
<PAGE>

THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY

By:/s/Motokazu Uematsu
--------------------
Name: Motokazu Uematsu
Title: General Manager

THE SUMITOMO BANK LIMITED, LOS ANGELES
BRANCH

By:/s/Tatsuo Ueda
--------------------
Name: Tatsuo Ueda
Title: General Manager

13
<PAGE>

SCHEDULE 2.01
COMMITMENTS AND PRO RATA SHARES
-------------------------------

Bank Commitment Pro Rata Share
- ---------------------------------------- ------------ --------------
<S> <C> <C>

Bank of America National $ 31,200,000 7.800000000%
Trust and Savings Association

Seattle First National Bank 31,200,000 7.800000000

Bank of Montreal 31,200,000 7.800000000

PNC Bank, National Association 31,200,000 7.800000000

United States National Bank of Oregon 31,200,000 7.800000000

ABN AMRO Bank, N.V.
Seattle Branch 23,200,000 5.800000000

The Bank of Nova Scotia 23,200,000 5.800000000

The Industrial Bank of Japan,
Limited, San Francisco Agency 23,200,000 5.800000000

Key Bank of Washington 23,200,000 5.800000000

Royal Bank of Canada 23,200,000 5.800000000

Banque Nationale de Paris 19,200,000 4.800000000

The Fuji Bank, Limited,
Los Angeles Agency 19,200,000 4.800000000

The Bank of New York 12,800,000 3.200000000

The Dai-Ichi Kangyo Bank,
Limited, San Francisco Agency 12,800,000 3.200000000

First Security Bank of
Idaho, N.A. 12,800,000 3.200000000

Fleet National Bank 12,800,000 3.200000000

The Long-Term Credit Bank of
Japan, Ltd., Los Angeles Agency 12,800,000 3.200000000

Mellon Bank, N.A. 12,800,000 3.200000000

The Sumitomo Bank Limited
Los Angeles Branch 12,800,000 3.200000000
------------ -------------

TOTAL $400,000,000 100.000000000%
============ =============
</TABLE>

14
<PAGE>

EXHIBIT C

FORM OF BORROWING BASE CERTIFICATE
----------------------------------

MICRON TECHNOLOGY, INC.
DATED AS OF: ______________, 199__

Reference is made to that certain Revolving Credit Agreement dated as of
May 14, 1996 (as extended, renewed, amended or restated from time to time, the
"Credit Agreement") among Micron Technology, Inc. (the "Company"), the several
- ----------------- -------
financial institutions from time to time party to this Credit Agreement (the
"Banks"), and Bank of America National Trust and Savings Association, as agent
- ------
for the Banks (in such capacity, the "Agent"). Unless otherwise defined herein,
-----
capitalized terms used herein have the respective meanings assigned to them in
the Credit Agreement.

The undersigned Responsible Officer of the Company hereby certifies as of
the date hereof that he/she is the [Chief Financial Officer] [Treasurer] of the
Company, and that, as such, he/she is authorized to execute and deliver this
Certificate to the Banks and the Agent on the behalf of the Company and its
consolidated Subsidiaries, and that:

1. The Pari Passu Debt Amount (outstanding Senior Unsecured Debt plus
outstanding Indebtedness permitted pursuant to Section 7.06(h)) is $___________.

2. Prior to the dates referred to in Paragraph 3 below:

(a) The Adjusted Net Accounts Receivables Amount (80%/*/ of the face
amount of net trade receivables determined in accordance with GAAP) is
$___________; and

(b) The Borrowing Base ($200,000,000 plus 70% of the Adjusted Net
Accounts Receivables Amount, less the Pari Passu Debt Amount) is
$__________.

3. On and after May 30, 1997, or on and after February 28, 1997, if the
Company has not consummated equipment financings of at least $300,000,000 from
and including February 29, 1996 through and including February 27, 1997 (2Q97):

(a) The outstanding face amount of all Eligible Accounts Receivable
is $_________;

(b) The Borrowing Base (70% of the outstanding face amount of all
Eligible Accounts Receivable, less the Pari Passu Debt Amount) is
$__________.

4. The aggregate principal amount of all outstanding Loans is
$___________.

5. The amount by which the aggregate principal amount of all outstanding
Loans is [greater] [less] than the Borrowing Base is $___________.

6. Attached as Schedule 1 hereto is a true and correct copy of supporting
----------
details for the foregoing calculations.

___________________
/*/ Subject to adjustment.

C-1
<PAGE>

7. The values used to calculate the Borrowing Base are true and correct
and in agreement with the records of the Company, and the calculations made
above and on Schedule 1 are mathematically accurate.
----------

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________, 199__.

MICRON TECHNOLOGY, INC.

By: ____________________________________
Title:

C-2
<PAGE>

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE
------------------------------

MICRON TECHNOLOGY, INC.
FINANCIAL STATEMENT DATE: ______________, 199__

Reference is made to that certain Revolving Credit Agreement dated as of
May 14, 1996 (as extended, renewed, amended or restated from time to time, the

"Credit Agreement") among Micron Technology, Inc. (the "Company"), the several
---------------- -------
financial institutions from time to time party to this Credit Agreement (the

"Banks"), and Bank of America National Trust and Savings Association, as agent
-----
for the Banks (in such capacity, the "Agent"). Unless otherwise defined herein,
-----
capitalized terms used herein have the respective meanings assigned to them in
the Credit Agreement.

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsection 6.01(a) of the Credit
Agreement.]

1. Attached as Schedule 1 hereto are true and correct copies of the
----------
audited consolidated balance sheet of the Company and its Subsidiaries as at the
end of the fiscal year ended _______________, 199__ and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
year, setting forth in each case in comparative form the figures for the
previous fiscal year, accompanied by the opinion of the Independent Auditor,
which opinion (a) states that such consolidated financial statements present
fairly in all material respects the financial position of the Company as of the
date thereof and the results of operations for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years, except as
otherwise indicated therein, and (b) is not qualified or limited because of a
restricted or limited examination by the Independent Auditor of any material
portion of the Company's or any Subsidiary's records.

[Use the following paragraph if this Certificate is delivered in connection with
the financial statements required by subsection 6.01(b) of the Credit
Agreement.]

1. Attached as Schedule 1 hereto are true and correct copies of the
----------
unaudited consolidated balance sheet of the Company and its Subsidiaries as of
the end of the fiscal quarter ended __________, 199__ and the related
consolidated statements of income for the period commencing on the first day and
ending on the last day of such quarter, and statement of cash flows for the year
to date, which fairly present in all material respects, in accordance with GAAP
(subject to ordinary, good faith year-end audit adjustments and except for the
absence of footnotes), the financial position and the results of operations of
the Company and the Subsidiaries.

2. The undersigned has reviewed and is familiar with the terms of the
Credit Agreement and has made, or has caused to be made under his/her
supervision, a detailed review of the transactions and conditions (financial or
otherwise) of the Company during the accounting period covered by the attached
financial statements.

D-1
<PAGE>

3. The Company, during such period, has observed, performed or satisfied
all of its covenants and other agreements, and satisfied every condition in the
Credit Agreement to be observed, performed or satisfied by the Company, and the
undersigned has no knowledge of any Default or Event of Default.

4. The representations and warranties of the Company contained in Article
V of the Credit Agreement are true and correct as though made on and as of the
date hereof (except to the extent such representations and warranties relate to
an earlier date, in which case they were true and correct as of such earlier
date).

5. The following financial covenant analyses and information set forth on

Schedule 2 attached hereto are true and accurate on and as of the date of this
- ----------
Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________, 199__.

MICRON TECHNOLOGY, INC.

By: ______________________________________
Title:

D-2
<PAGE>

SCHEDULE 2
----------
to the Compliance Certificate
($ in 000's)
<TABLE>
<CAPTION>
Date: ______________, 199__
For the fiscal quarter/year
ended ______________, 199__

Actual Required/Permitted
----------- ------------------------------
<S> <C> <C>

1. Section 7.12: Adjusted Quick Ratio.
-----------------------------------

The ratio of:
A. the sum of:
(i) cash, cash equivalents and liquid investments __________

plus
------

(ii) net trade accounts receivable __________

(i) + (ii) = __________

B. the sum (without duplication) of:

(i) current liabilities __________

plus
------

(ii) long-term liabilities related to
customer deposits and loans __________

plus
------

(iii) any Loans outstanding __________

(i) + (ii) + (iii) = __________

A
----- = Not less than:
B ==========
As of the Last Day
Minimum Adjusted of the Fiscal
Quick Ratio Quarter Ending
---------------- ------------------

0.45 to 1.00 August 29, 1996
0.40 to 1.00 November 28, 1996
0.40 to 1.00 February 27, 1997
0.40 to 1.00 May 29, 1997
0.50 to 1.00 August 28, 1997
0.50 to 1.00 November 27, 1997
0.50 to 1.00 February 26, 1998
0.70 to 1.00 May 28, 1998
and thereafter
</TABLE>

D-3
<PAGE>

<TABLE>
Actual Required/Permitted
----------- ------------------------------
<S> <C> <C>
2. Section 7.13: Consolidated Tangible Net Worth.
----------------------------------------------
Consolidated Tangible Net Worth:
A. total stockholders' equity
__________
less
------
B. the net book value of all assets including deferred
charges, leasehold conversion costs, franchise rights,
non-compete agreements, research and development costs,
capitalized costs associated with software development
expenses, goodwill, unamortized debt discounts,
patents, patent applications, trademarks, trade names,
and copyrights and licenses __________
A - B =
========== Not to be less than the sum of:
A. $2,172,333,000

plus
------

B. 75% of Consolidated Net Income (not reduced

by Consolidated Net Loss) earned in each
quarterly accounting period commencing
after 5/14/96 __________

plus
------

C. 100% of increase in Consolidated Tangible
Net Worth from certain equity securities
issued after 5/14/96 __________
A + B + C =
==========
</TABLE>

D-4

<PAGE>

<TABLE>
<CAPTION>
Actual Required/Permitted
----------- ------------------------------
<S> <C> <C>
3. Section 7.14: Leverage Ratio.
-----------------------------
The ratio of:

A. Consolidated Adjusted Total Liabilities
(i) total liabilities __________

plus
------

(ii) certain off-balance sheet obligations
__________

(i) + (ii) = _________

B. Consolidated Tangible Net Worth: (from #2 above) = __________

A
-------- =
B ========== Not greater than 0.75 to 1.00

</TABLE>

D-5
<PAGE>

<TABLE>
<CAPTION>
Actual Required/Permitted
----------- ------------------------------
<S> <C> <C>
4. Section 7.15: Minimum Cash Flow.
----------------------------------
A. EBITDA means the sum of:
(i) Consolidated Net Income __________
(or Consolidated Net Loss)

plus
------

(ii) consolidated interest expense/1/ __________

plus
------

(iii) income tax expense/1/ __________

plus
------

(iv) depreciation expense/1/ __________

plus
------

(v) amortization expense/1/ __________

(i) + (ii) + (iii) + (iv) + (v) = Not less than:
==========
For the
Minimum EBITDA Quarter Ending
-------------- --------------

$ 70,000,000 August 29, 1996
$100,000,000 November 28, 1996
$110,000,000 February 27, 1997
$165,000,000 May 29, 1997
$205,000,000 August 28, 1997
$215,000,000 November 27, 1997
$230,000,000 February 26, 1998
$250,000,000 May 28, 1998
$300,000,000 September 3, 1998
and thereafter
5. Section 7.16: Maximum Consolidated Net Loss.
--------------------------------------------
Consolidated Net Loss for the fiscal quarter ending:

August 29, 1996 __________ Not greater than $25,000,000

November 28, 1996 __________ Not greater than $15,000,000

February 27, 1997 __________ Not greater than $5,000,000

</TABLE>
_______________________
/1/ To the extent deductible in determining Consolidated Net Income or
Consolidated Net Loss.

D-6
<PAGE>

<TABLE>
<CAPTION>
Actual Required/Permitted
----------- ------------------------------
<S> <C> <C>
6. Section 7.01(j): Purchase Money Liens.
--------------------------------------

Indebtedness secured by purchase money and other
similar security interests = $__________ Not to exceed 20% of consolidated
net property, plant and
equipment = $_______________

7. Section 7.01(q): Secured Swap Obligations.
------------------------------------------

Permitted Swap Obligations secured by cash
collateral or government securities = $__________ Not to exceed 5% of consolidated
tangible fixed assets = $________

8. Section 7.03(c): Disposition of Material Assets.
------------------------------------------------

Aggregate fair market value of all material assets
sold outside of ordinary course of business = $__________ Not to exceed 10% of consolidated
tangible assets = $_________

9. Section 7.05(c): Affiliate Investments.
---------------------------------------

Investment to or in Micron Electronics, Inc. = $__________ Not to exceed $100,000,000

Investments to or in any other non-Wholly-Owned Subsidiary $__________ Not to exceed 5% of Consolidated
Tangible Net Worth = $__________

10. Section 7.05(e): Acquisitions or Minority Investments.
------------------------------------------------------

Aggregate consideration (including assumption of debt) or
assets contributed in order to consummate Acquisitions or
minority Investments = $__________ Not to exceed 25% of consolidated
tangible assets = $__________

11. Section 7.05(l): Other Investments.
-----------------------------------

Investments not otherwise permitted by Section 7.05 = $__________ Not to exceed 2% of consolidated
tangible assets = $__________

12. Section 7.06(h): Third-Party Indebtedness.
------------------------------------------

Indebtedness incurred by Subsidiaries from Persons other
than the Company or another Subsidiary (excluding
Indebtedness permitted under subsection 7.06(d)) = $__________ Not to exceed $100,000,000

Pages D-7 and D-8 to be furnished (1) as of
the end of each fiscal year and (2) as and
when requested by Agent or Majority Banks
</TABLE>
D-7
<PAGE>

<TABLE>
<CAPTION>
Actual Required/Permitted
----------- ------------------------------
<S> <C> <C>
13. Section 7.06(j): Subordinated Debt/Senior Unsecured Debt.
---------------------------------------------------------
(i) Subordinated Debt = $__________

plus

(ii) Senior Unsecured Debt = $__________
(i) + (ii) = $ Not to exceed the greater of:
==========
(a) $150,000,000
and
(b) 10% of:
(i) Company's stockholder equity
less
(ii) principal amount of all Company's
committed or outstanding secured
debt, subordinated debt, guarantees

and senior unsecured debt
(including under this Agreement)
= $_________
14. Section 7.06(m): Other Indebtedness/Contingent Obligations.
-----------------------------------------------------------
Indebtedness and Contingent Obligations other than for
borrowed money, to the extent not otherwise permitted by
Section 7.06 = $__________ Not to exceed $100,000,000

15. Section 7.09: Restricted Payments.
---------------------------------

Cash Restricted Payments permitted by Section 7.09(d) = $__________ Not to exceed 25% of Consolidated
Net Income, on a rolling four
quarter basis = $__________

</TABLE>

Pages D-7 and D-8 to be furnished (1) as of
the end of each fiscal year and (2) as and
when requested by Agent or Majority Banks

D-8

<PAGE>

EXHIBIT 10.116

MICRON TECHNOLOGY, INC.

--------------------

REGISTRATION RIGHTS AGREEMENT

--------------------

Dated as of June 28, 1996
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>

Section Page
- ---------- ----
<S> <C>
1. Introduction....................................................... 1

2. Registration under Securities Act, etc............................. 1

2.1 Registration on Request....................................... 1

(a) Request.............................................. 1
(b) Registration Statement Form.......................... 2
(c) Expenses............................................. 2
(d) ..................................................... 2

2.2 Registration Procedures.............................. 2

2.3 Preparation; Reasonable Investigation................ 6

2.4 Indemnification...................................... 6

(a) Indemnification by the Company....................... 6
(b) Indemnification by CIBC.............................. 7
(c) Notices of Claims, etc............................... 7
(d) Other Indemnification................................ 8
(e) Indemnification Payments............................. 8
(f) Contribution......................................... 8

3. Definitions................................................... 9

4. Confidential Information...................................... 10

5. Restrictive Legend............................................ 11

6. Notice of Proposed Transfers.................................. 12

7. Rules 144 and 144A............................................ 12

8. Amendments and Waivers........................................ 12

</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
9. Notices....................................................... 13

10. Assignment.................................................... 13

11. Descriptive Headings.......................................... 13

12. GOVERNING LAW................................................. 13

13. Counterparts.................................................. 13

14. Entire Agreement.............................................. 13

15. SUBMISSION TO JURISDICTION.................................... 14

17. Severability.................................................. 14

19. Enforceability and Validity................................... 14
</TABLE>

ii
<PAGE>

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of June 28, 1996, between
Micron Technology, Inc., a Delaware corporation (the "Company") and Canadian
Imperial Bank of Commerce ("CIBC").

1. Introduction. Simplot Canada Limited ("Simplot") has pledged
------------
2,600,000 shares of the Company's common stock, par value $.10 per share (the
"Common Shares"), to CIBC under a Pledge dated June 28, 1996 between Simplot and
CIBC (the "Pledge"). The Pledge secures Simplot's obligations to CIBC under,
among other things, a Loan Agreement dated as of June 28, 1996 (the "Loan Agree
ment") and a Master Agreement dated June 28, 1996 (together with the Schedule
thereto and the confirmation entered into thereunder and dated as of June 28,
1996, the "Forward Agreement"), each between Simplot and CIBC. Micron is
willing to provide certain registration rights to CIBC with respect to the
Common Shares pledged by Simplot, and CIBC is willing to pay certain of the
Company's expenses under this Agreement on the terms set forth herein. Certain
capitalized terms used in this Agreement are defined in section 3 hereof;
references to sections shall be to sections of this Agreement.

2. Registration under Securities Act, etc.
---------------------------------------

2.1 Registration on Request.
-----------------------

(a) Request. At any time during the two-year period (or such
-------
shorter holding period as may in the good faith determination of CIBC be
applicable to CIBC as holder of the Common Shares under Rule 144 under the
Securities Act or any similar or successor rule or regulation hereafter adopted
by the Commission) after the earlier of (i) June 27, 2003 and (ii) the date on
which CIBC shall have foreclosed on the Common Shares under the Pledge OR
otherwise received the Common Shares under the Forward Agreement, upon the
written request of CIBC, requesting that the Company effect the registration
under the Securities Act of all or part of the Common Shares and specifying the
intended method of disposition thereof, the Company will, subject to the terms
of this Agreement, use commercially reasonable efforts to effect the
registration under the Securities Act of the Common Shares for disposition in
accordance with the intended method of disposition stated in CIBC's request, to
the extent requisite to permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Common Stock so to be registered; provided,
--------
however, that the Company shall not be
- -------
<PAGE>

obligated to register the Common Shares (i) during the period described above if
the Commission shall have issued a no-action letter that would allow CIBC to
sell the Common Shares publicly without a registration statement during such
period or (ii) if the Company provides CIBC with an opinion of counsel
satisfactory in form and substance to CIBC that CIBC may sell the shares
publicly without a registration statement.

(b) Registration Statement Form. Registrations under this section
---------------------------
2.1 shall be on such appropriate registration form of the Commission (i) as
-
shall be selected by the Company and (ii) as shall permit the disposition of the
--
Common Shares in accordance with the intended method or methods of disposition
specified in CIBC's request for such registration.

(c) Expenses. CIBC shall pay all Registration Expenses in
--------
connection with any registration requested pursuant to this section 2.1.

(d) Notwithstanding the foregoing, (i) the Company shall not be
obligated to take any action pursuant to this section 2.1 if the Company shall
furnish to CIBC a certificate signed by the Chief Executive Officer of the
Company stating that in the good faith judgment of its Board of Directors it
would be seriously detrimental to the Company or its shareholders for
registration statements to be filed in the near future, then the Company's
obligation to use commercially reasonable efforts to file a registration
statement shall be deferred for a period not to exceed one hundred twenty (120)
days from the receipt of the request to file such registration by CIBC and (ii)
the Company may register other securities in a registration statement filed
pursuant to this section 2.1.

2.2 Registration Procedures. If and whenever the Company is required
-----------------------
to use commercially reasonable efforts to effect the registration of the Common
Shares under the Securities Act as provided in section 2.1, the Company shall,
as expeditiously as possible:

(i) prepare and within 60 days after CIBC's request file with
the Commission the requisite registration statement to effect such
registration (including such audited financial statements as may be
required by the Securities Act or the rules and regulations promulgated
thereunder) and thereafter use commercially reasonable efforts to cause
such registration statement to become and remain effective for a period of
not more than 180 days, provided however that before filing such
--------
registration statement or any amendments thereto, the Company will furnish
to the counsel selected by CIBC copies of all such

2
<PAGE>

documents proposed to be filed, which documents will be subject to the
review of such counsel;

(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for a period of not more than 180 days and to comply
with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement;

(iii) furnish to CIBC such number of conformed copies of such
registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), such number of copies of the
prospectus contained in such registration statement (including each prelimi
nary prospectus and any summary prospectus) and any other prospectus filed
under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents, as CIBC may
reasonably request in order to facilitate the disposition of the Common
Shares in accordance with the intended method of disposition;

(iv) use commercially reasonable efforts to register or quali
fy the Common Shares under such other securities laws or blue sky laws of
such jurisdictions as CIBC shall reasonably request, to keep such registra
tions or qualifications in effect for so long as such registration
statement remains in effect, and take any other action which may be
reasonably necessary or advisable to enable CIBC to consummate the
disposition in such jurisdictions of the Common Shares, except that the
Company shall not for any such purpose be required to qualify generally to
do business as a foreign corporation in any jurisdiction wherein it would
not but for the requirements of this subdivision (iv) be obligated to be so
qualified or to consent to general service of process in any such
jurisdiction;

(v) use commercially reasonable efforts for so long as such
registration statement remains in effect to cause all the Common Shares to
be registered with or approved by such governmental agencies or authorities
as CIBC shall reasonably request to enable CIBC to consummate the disposi
tion of the Common Shares;

(vi) notify CIBC promptly and confirm such advice in writing
promptly thereafter:

3
<PAGE>

(1) when the registration statement, the prospectus or any
prospectus supplement related thereto or post-effective amendment to
the registration statement has been filed, and, with respect to the
registration statement or any post-effective amendment thereto, when
the same has become effective;

(2) of any request by the Commission for amendments or
supplements to the registration statement or the prospectus or for
additional information;

(3) of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or the
initiation of any proceedings by any Person for that purpose;

(4) of the receipt by the Company of any notification with
respect to the suspension of the qualification of any Common Shares
for sale under the securities or blue sky laws of any jurisdiction or
the initiation or threat of any proceeding for such purpose; and

(vii) notify CIBC, at any time when with respect to the Common
Shares a prospectus relating thereto is required to be delivered under the
Securities Act, upon the Company's discovery that, or upon the happening of
any event as a result of which, the prospectus included in such
registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing, and at the request of CIBC
promptly prepare and furnish to CIBC a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances
then existing;

(viii) use commercially reasonable efforts to obtain the with
drawal of any order suspending the effectiveness of the registration
statement at the earliest possible moment; and

4
<PAGE>

statement covering the period of at least twelve months, but not more than
eighteen months, beginning with the first full calendar month after the
effective date of such registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder, and furnish to CIBC at least five business days prior
to the filing thereof a copy of any amendment or supplement to such
registration statement or prospectus and shall not file any thereof to
which CIBC shall have reasonably objected on the grounds that such
amendment or supplement does not comply in all material respects with the
requirements of the Securities Act or of the rules or regulations
thereunder.

CIBC shall furnish the Company such information regarding CIBC and the
distribution of such securities as the Company may from time to time reasonably
request in writing.

The Company will not file any registration statement or amendment
thereto or any prospectus or any supplement thereto (including such documents
incorporated by reference and proposed to be filed after the initial filing of
the registration statement) in satisfaction of its obligations pursuant to this
section 2 to which CIBC shall reasonably object, provided that the Company may
--------
file such document in a form required by law or upon the advice of its counsel.

CIBC shall be deemed to have agreed by acquisition of the Common
Shares that, upon receipt of any notice from the Company of the occurrence of
any event of the kind described in subdivision (vii) of this section 2.2, CIBC
will forthwith discontinue its disposition of the Common Shares pursuant to the
registra tion statement relating thereto until CIBC's receipt of the copies of
the supplemented or amended prospectus contemplated by subdivision (vii) of this
section 2.2 and, if so directed by the Company, will deliver to the Company (at
CIBC's expense) all copies, other than permanent file copies, then in CIBC's
possession of the prospectus relating to the Common Shares current at the time
of receipt of such notice. In the event the Company shall give any such notice,
the period mentioned in paragraph (ii) of this section 2.2 shall be extended by
the length of the period from and including the date CIBC shall have received
such notice to the date on which CIBC has received the copies of the
supplemented or amended prospectus contemplated by paragraph (vii) of this
section 2.2.

2.3 Preparation; Reasonable Investigation. In connection with the
-------------------------------------
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give CIBC and its counsel and
accountants the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto, and will give each
of them such access to its financial books and

5
<PAGE>

records and such opportunities to discuss the business of the Company with its
officers and the independent public accountants who have certified its financial
statements as shall be necessary, in the opinion of CIBC's counsel, to conduct a
reasonable investigation within the meaning of the Securities Act. The Company
shall not be responsible for any cost or expense incurred by CIBC, its counsel
or accountants pursuant to this section 2.3. All information obtained by CIBC,
its counsel or accountants pursuant to this section 2.3 shall be subject to the
confidentiality provisions of section 4 herein.

2.4 Indemnification.
---------------

(a) Indemnification by the Company. In the event of any
------------------------------
registration of the Common Shares under the Securities Act pursuant to the terms
of this Agreement, the Company will, and hereby does agree to, indemnify and
hold harmless CIBC, its directors and officers and each other Person, if any,
who controls CIBC within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which CIBC or any such
director or officer or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company will
reimburse CIBC and each such director, officer and controlling person for any
legal or any other expenses reasonably incurred by them in connection with
investi gating or defending any such loss, claim, liability, action or
proceeding, provided that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by CIBC. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of CIBC or any such
director, officer, or controlling person and shall survive the transfer of such
securities by CIBC.

6
<PAGE>

and each other person, if any, who controls the Company within the meaning of
the Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by CIBC specifically stating that it is for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. Such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of the Company
or any such director, officer or controlling person and shall survive the
transfer of such securities by CIBC.

(c) Notices of Claims, etc. Promptly after receipt by an
----------------------
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this section 2.4,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this section 2.4, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified, to the
extent that the indemnifying party may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
of any such action which does not include as an uncondi tional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation. No indemnified party shall
consent to entry of any judgment or enter into any settlement of any such action
the defense of which has been assumed by an indemnifying party without the
consent of such indemnifying party.

7
<PAGE>

(d) Other Indemnification. Indemnification similar to that
---------------------
specified in the preceding subdivisions of this section 2.4 (with appropriate
modifica tions) shall be given by the Company and CIBC with respect to any
required registration or other qualification of securities under any Federal or
state law or regulation of any governmental authority, other than the Securities
Act.

(e) Indemnification Payments. The indemnification re quired by
------------------------
this section 2.4 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense upon thirty days written invoice of
such bills expense, loss, damage or liability.

(f) Contribution. If the indemnification provided for in the
------------
preceding subdivisions of this section 2.4 is unavailable to an indemnified
party in respect of any expense, loss, claim, damage or liability referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such expense, loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative fault of the Company on the one hand
and of CIBC on the other in connec tion with the statements or omissions which
resulted in such expense, loss, damage or liability, as well as any other
relevant equitable considerations. The relative fault of the Company on the one
hand and of CIBC on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the
Company, by CIBC and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
provided that the foregoing contribution agreement shall not inure to the
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the provisions contained in the first sentence of
subdivision (a) of this section 2.4, and in no event shall the obligation of any
indemnifying party to contribute under this subdivision (f) exceed the amount
that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under subdivisions (a) or
(b) of this section 2.4 had been available under the circumstances.

The Company and CIBC agree that it would not be just and equitable if
contribution pursuant to this subdivision (f) were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable con siderations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth in the preceding sentence and subdivision (c) of this section 2.4, any

8
<PAGE>

legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.

Notwithstanding the provisions of this subdivision (f), CIBC shall not
be required to contribute any amount in excess of the amount by which the net
proceeds received by CIBC from the sale of the Common Shares exceeds, in any
such case, the amount of any damages that CIBC has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

3. Definitions. As used herein, unless the context otherwise
-----------
requires, the following terms have the following respective meanings:

Commission: The Securities and Exchange Commission or any other
----------
Federal agency at the time administering the Securities Act.

Common Shares: As defined in section 1.
-------------

Company: As defined in the introductory paragraph of this Agreement.
-------

Exchange Act: The Securities Exchange Act of 1934, or any similar
------------
Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference
to a particular section of the Securities Exchange Act of 1934 shall
include a reference to the comparable section, if any, of any such
similar Federal statute.

Person: A corporation, an association, a partnership, an
------
organization, business, an individual, a governmental or political
subdivision thereof or a governmental agency.

Registration Expenses: All expenses incident to the Company's
---------------------
performance of or compliance with section 2, including, without
limitation, all registration, filing and NASD fees, all stock exchange
listing fees, all fees and expenses of complying with securities or
blue sky laws, all word processing, duplicating and printing expenses,
messenger and delivery expenses, the reasonable fees and disburse
ments of a single outside counsel for the Company, including the
expenses of any special audits or "cold

9
<PAGE>

comfort" letters required by or incident to such performance and
compliance, and the fees and dis bursements of any counsel and
accountants retained by CIBC. Such expenses shall not include salaries
of Company personnel or general overhead expenses of the Company,
auditing fees, or other expenses for the preparation of financial
statements or other data normally prepared by the Company in the
ordinary course of its business or which the Company would have
incurred in any event.

Securities Act: The Securities Act of 1933, or any similar Federal
--------------
statute, and the rules and regulations of the Commission thereunder,
all as of the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933 shall include a
reference to the comparable section, if any, of any such similar
Federal statute.

4. Confidential Information. CIBC agrees that any information
------------------------
obtained pursuant to this Agreement which is, or would reasonably be perceived
to be, proprietary to the Company or otherwise confidential will not be
disclosed without the prior written consent of the Company. Notwithstanding the
foregoing, CIBC may disclose such information, on a need to know basis, to its
employees, accountants or attorneys (so long as each such person to whom
confidential information is disclosed agrees to keep such information
confidential), as required by applicable law or regulation based on the written
advice of CIBC's counsel (a copy of which shall be provided to the Company
unless CIBC is prevented from revealing such disclosure by such applicable law
or regulation or the relevant government agency requesting such disclosure) or
in compliance with a court order or when otherwise necessary to enforce any of
their rights hereunder. CIBC further acknowledges, understands and agrees that
any confidential information will not be utilized in connection with purchases
and/or sales of the Company's securities except in compliance with applicable
state and federal antifraud statutes.

5. Restrictive Legend. During all periods of time in which an
------------------
effective registration statement of the Common Shares under the Securities Act
is not in effect, each certificate representing any portion or all of the Common
Shares and any certificate reflecting any stock split, stock dividend,
recapitalization, merger, consolidation or similar event with respect to the
Common Shares shall (unless otherwise permitted by the provisions of section 6
below) be stamped or otherwise imprinted with the following legend (in addition
to any legend required under applicable state securities laws):

10
<PAGE>

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
SUCH SHARES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE, PLEDGE OR
TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SAID ACT.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON THEIR SALE, ASSIGNMENT, PLEDGE OR TRANSFER SET FORTH IN
SECTION 6 OF A REGISTRA TION RIGHTS AGREEMENT DATED AS OF June 28, 1996
AMONG MICRON TECHNOLOGY, INC. AND CERTAIN OTHER PARTIES. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER
OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION."

Each party consents to the Company making a notation on its records and
giving instructions to any transfer agent of the Company Shares in order to
implement the restrictions on transfer established in this Agreement.

6. Notice of Proposed Transfers. The holder of each certificate
----------------------------
representing Common Shares by acceptance thereof agrees to comply in all
respects with the provisions of this section 6. Prior to any proposed sale,
pledge, assignment or transfer of any Common Shares (other than a transfer not
involving a change in beneficial ownership) unless there is in effect a
registration statement under the Securities Act covering the proposed transfer,
the holder thereof shall give written notice to the Company of such holder's
intention to effect such transfer, sale, assignment or pledge. Each such notice
shall describe the manner and circumstances of the proposed transfer, sale,
assignment or pledge in sufficient detail, and shall be accompanied, at such
holder's expense by either (i) an unqualified written opinion of legal counsel
who shall, and whose legal opinion shall, be reasonably satisfactory to the
Company addressed to the Company, to the effect that the proposed transfer of
the Common Shares may be effected without registration under the Securities Act,
or (ii) a "no action" letter from the Commission to the effect that the transfer
of such securities without registration will not result in a recommendation by
the staff of the Commission that action be taken with respect thereto, whereupon
the holder of such Common Shares shall be entitled to

11
<PAGE>

transfer such Common Shares in accordance with the terms of the notice delivered
by the holder to the Company. Each certificate evidencing the Common Shares
transferred as above provided shall bear, unless such transfer is made pursuant
to an effective registration statement, the appropriate restrictive legend set
forth in section 5 above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for such holder and the Company
such legend is not required in order to establish compliance with any provision
of the Securities Act.

7. Rules 144 and 144A. The Company shall timely file the reports
------------------
required to be filed by it under the Securities Act and the Exchange Act
(including but not limited to the reports under sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder (or, if the Company is not required to file such
reports, will, upon the request of CIBC, make publicly available other
information) and will take such further action as CIBC may reasonably request,
all to the extent required from time to time to enable CIBC to sell the Common
Shares without registration under the Securities Act within the limitation of
the exemptions provided by (a) Rule 144 or Rule 144A under the Securities Act,
-
as such Rule may be amended from time to time, or (b) any similar rule or
-
regulation hereafter adopted by the Commission.

8. Amendments and Waivers. This Agreement may be amended only with
----------------------
the written consent of the parties hereto.

9. Notices. Except as otherwise provided in this Agreement, all
-------
notices, requests and other communications to any Person provided for hereunder
shall be in writing and shall be given to such Person (a) in the case of CIBC,
-
at 161 Bay Street, 5th Floor, Toronto, Ontario, Canada, M5J 2S8 to the attention
of its Office of General Counsel, with copies to Alexander Bakal at Canadian
Imperial Bank of Commerce, 425 Lexington Avenue, New York, New York 10017 and to
John W. Osborn at Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New
York, New York 10023, or at such other address, or to the attention of such
other officer, as CIBC shall have furnished to the Company, or (b) in the case
-
of the Company, at 8000 South Federal Way, P.O. Box 6, Boise, Idaho 83707 to the
attention of its General Counsel, or at such other address, or to the attention
of such other officer, as the Company shall have furnished to CIBC. Each such
notice, request or other communication shall be effective (i) if given by mail,
-
72 hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid or (ii) if given by any other means
--
(including, without limitation, by air courier), when delivered at the address
specified above.

12
<PAGE>

10. Assignment. This Agreement shall be binding upon and inure to
----------
the benefit of and be enforceable by the parties hereto and their respective
succes sors and assigns.

11. Descriptive Headings. The descriptive headings of the several
--------------------
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.

12. GOVERNING LAW. THIS AGREEMENT SHALL BE CON STRUED AND ENFORCED
-------------
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS
OF THE STATE OF IDAHO WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.

13. Counterparts. This Agreement may be executed simultaneously in
------------
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.

14. Entire Agreement. This Agreement embodies the entire agreement
----------------
and understanding between the Company and each other party hereto relating to
the subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.

15. SUBMISSION TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH
--------------------------
RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF IDAHO OR
NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE DISTRICT OF IDAHO OR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE PARTIES HEREBY ACCEPT FOR THEMSELVES AND IN RESPECT OF THEIR PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND
APPELLATE COURTS FROM ANY THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN
ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH PARTY BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH
PARTY AT ITS ADDRESS SPECIFIED IN SECTION 9. THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVE TRIAL BY JURY, AND THE PARTIES HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR

13
<PAGE>

BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH THEY MAY NOW OR HEREAFTER
--------------------
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPEC TIVE
JURISDICTIONS.

16. Severability. If any provision of this Agreement, or the
------------
application of such provisions to any Person or circumstance, shall be held
invalid, the remainder of this Agreement, or the application of such provision
to Persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.

17. Enforceability and Validity. In addition to all other actions
---------------------------
necessary to make this Agreement a valid, binding and enforceable agreement
among the parties, Micron shall have first received (or shall receive
contemporaneous with the execution of this Agreement) an opinion satisfactory to
Micron from outside counsel to Simplot that the pledge of the Common Shares
pursuant to the Pledge Agreement, the Loan Agreement and the Master Agreement,
shall not violate applicable securities laws and is exempt from registration
under the Securities Act.

14
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

MICRON TECHNOLOGY, INC.

By /s/ W. B. Stover, Jr.
---------------------------------------
Title: Vice President, Finance
Chief Financial Officer

CANADIAN IMPERIAL BANK OF COMMERCE

By /s/ Eric Claus
---------------------------------------
Title: Managing Director

<PAGE>

EXHIBIT 10.117

MICRON TECHNOLOGY, INC.

--------------------

REGISTRATION RIGHTS AGREEMENT

--------------------

Dated as of July 29, 1996
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>

Section Page
- ---------- ----
<S> <C>
1. Introduction....................................................... 1

2. Registration under Securities Act, etc............................. 1

2.1 Registration on Request....................................... 1

2.2 Registration Procedures.............................. 2

2.3 Preparation; Reasonable Investigation................ 6

2.4 Indemnification...................................... 6

3. Definitions........................................................ 9

4. Confidential Information........................................... 10

5. Restrictive Legend................................................. 11

6. Notice of Proposed Transfers....................................... 12

7. Rules 144 and 144A................................................. 12

8. Amendments and Waivers............................................. 12

</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Section Page
- ---------- ----
<S> <C>
9. Notices........................................................ 13

10. Assignment..................................................... 13

11. Descriptive Headings........................................... 13

12. GOVERNING LAW.................................................. 13

13. Counterparts................................................... 13

14. Entire Agreement............................................... 13

15. SUBMISSION TO JURISDICTION..................................... 14

17. Severability................................................... 14

19. Enforceability and Validity.................................... 14

</TABLE>

ii
<PAGE>

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of July 29, 1996, between
Micron Technology, Inc., a Delaware corporation (the "Company") and Canadian
Imperial Bank of Commerce ("CIBC").

1. Introduction. J.R. Simplot Company, a Nevada corporation
------------
("Simplot"), has entered into a Pledge dated July 29, 1996 between Simplot and
CIBC (the "Pledge") pursuant to which Simplot has pledged to CIBC 5,000,000
shares of the Company's common stock, par value $.10 per share (as such shares
may be substituted by other like shares from time to time in accordance with the
terms of the Pledge, the "Common Shares"). The Pledge secures Simplot's
obligations to CIBC under, among other things, a Loan Agreement dated as of July
29, 1996 (the "Loan Agreement") and a Master Agreement dated July 29, 1996
(together with the Schedule thereto and the confirmation entered into thereunder
and dated as of July 29, 1996, the "Forward Agreement"), each between Simplot
and CIBC. Micron is willing to provide certain registration rights to CIBC with
respect to the Common Shares pledged by Simplot, and CIBC is willing to pay
certain of the Company's expenses under this Agreement on the terms set forth
herein. Certain capitalized terms used in this Agreement are defined in section
3 hereof; references to sections shall be to sections of this Agreement.

2. Registration under Securities Act, etc.
---------------------------------------

2.1 Registration on Request.
-----------------------

(a) Request. At any time during the two-year period (or such
-------
shorter holding period as may in the good faith determination of CIBC be
applicable to CIBC as holder of the Common Shares under Rule 144 under the
Securities Act or any similar or successor rule or regulation hereafter adopted
by the Commission) after the earlier of (i) July 29, 2003 and (ii) the date on
which CIBC shall have foreclosed on the Common Shares under the Pledge OR
otherwise received the Common Shares under the Forward Agreement, upon the
written request of CIBC, requesting that the Company effect the registration
under the Securities Act of all or part of the Common Shares and specifying the
intended method of disposition thereof, the Company will, subject to the terms
of this Agreement, use commercially reasonable efforts to effect the
registration under the Securities Act of the Common Shares for disposition in
accordance with the intended method of disposition stated in CIBC's request, to
the extent requisite to permit
<PAGE>

the disposition (in accordance with the intended methods thereof as aforesaid)
of the Common Stock so to be registered; provided, however, that the Company
-------- -------
shall not be obligated to register the Common Shares (i) during the period
described above if the Commission shall have issued a no-action letter that
would allow CIBC to sell the Common Shares publicly without a registration
statement during such period or (ii) if the Company provides CIBC with an
opinion of counsel satisfactory in form and substance to CIBC that CIBC may sell
the shares publicly without a registration statement.

(b) Registration Statement Form. Registrations under this section
---------------------------
2.1 shall be on such appropriate registration form of the Commission (i) as
---
shall be selected by the Company and (ii) as shall permit the disposition of the
----
Common Shares in accordance with the intended method or methods of disposition
specified in CIBC's request for such registration.

(c) Expenses. CIBC shall pay all Registration Expenses in
--------
connection with any registration requested pursuant to this section 2.1.

(i) prepare and within 60 days after CIBC's request file with the
Commission the requisite registration statement to effect such registration
(including such audited financial statements as may be required by the
Securities Act or the rules and regulations promulgated thereunder) and
thereafter use commercially reasonable efforts to cause such registration
statement to become and remain effective for a period of not more than 180
days, provided however that before filing such registration statement or
--------
any amendments thereto, the

2
<PAGE>

Company will furnish to the counsel selected by CIBC copies of all such
documents proposed to be filed, which documents will be subject to the
review of such counsel;

(iv) use commercially reasonable efforts to register or qualify
the Common Shares under such other securities laws or blue sky laws of such
jurisdictions as CIBC shall reasonably request, to keep such registra tions
or qualifications in effect for so long as such registration statement
remains in effect, and take any other action which may be reasonably
necessary or advisable to enable CIBC to consummate the disposition in such
jurisdictions of the Common Shares, except that the Company shall not for
any such purpose be required to qualify generally to do business as a
foreign corporation in any jurisdiction wherein it would not but for the
requirements of this subdivision (iv) be obligated to be so qualified or to
consent to general service of process in any such jurisdiction;

3
<PAGE>

(vi) notify CIBC promptly and confirm such advice in writing
promptly thereafter:

(2) of any request by the Commission for amendments or
supplements to the registration statement or the prospectus or for
additional information;

(3) of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or the
initiation of any proceedings by any Person for that purpose;

(viii) use commercially reasonable efforts to obtain the with
drawal of any order suspending the effectiveness of the registration
statement at the earliest possible moment; and

4
<PAGE>

(ix) otherwise use commercially reasonable efforts to comply
with all applicable rules and regulations of the Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months, but not
more than eighteen months, beginning with the first full calendar month
after the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder, and furnish to CIBC at least five business
days prior to the filing thereof a copy of any amendment or supplement to
such registration statement or prospectus and shall not file any thereof to
which CIBC shall have reasonably objected on the grounds that such
amendment or supplement does not comply in all material respects with the
requirements of the Securities Act or of the rules or regulations
thereunder.

CIBC shall furnish the Company such information regarding CIBC and the
distribution of such securities as the Company may from time to time reasonably
request in writing.

5
<PAGE>

opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and will give each of them such access
to its financial books and records and such opportunities to discuss the
business of the Company with its officers and the independent public accountants
who have certified its financial statements as shall be necessary, in the
opinion of CIBC's counsel, to conduct a reasonable investigation within the
meaning of the Securities Act. The Company shall not be responsible for any cost
or expense incurred by CIBC, its counsel or accountants pursuant to this section
2.3. All information obtained by CIBC, its counsel or accountants pursuant to
this section 2.3 shall be subject to the confidentiality provisions of section 4
herein.

2.4 Indemnification.
---------------

(a) Indemnification by the Company. In the event of any
------------------------------
registration of the Common Shares under the Securities Act pursuant to the terms
of this Agreement, the Company will, and hereby does agree to, indemnify and
hold harmless CIBC, its directors and officers and each other Person, if any,
who controls CIBC within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which CIBC or any such
director or officer or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Company will
reimburse CIBC and each such director, officer and controlling person for any
legal or any other expenses reasonably incurred by them in connection with
investi gating or defending any such loss, claim, liability, action or
proceeding, provided that the Company shall not be liable in any such case to
--------
the extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or sup plement in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by CIBC. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of CIBC or any such
director, officer, or controlling person and shall survive the transfer of such
securities by CIBC.

6
<PAGE>

(b) Indemnification by CIBC. CIBC shall indemnify and hold
-----------------------
harmless (in the same manner and to the same extent as set forth in subdivision
(a) of this section 2.4) the Company, each director of the Company, each officer
of the Company and each other person, if any, who controls the Company within
the meaning of the Securities Act, with respect to any statement or alleged
statement in or omission or alleged omission from such registration statement,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by CIBC specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement. Such indemnity shall
remain in full force and effect, regardless of any investigation made by or on
behalf of the Company or any such director, officer or controlling person and
shall survive the transfer of such securities by CIBC.

(c) Notices of Claims, etc. Promptly after receipt by an
----------------------
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this section 2.4,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action, provided that the failure of any indemnified party to give notice
--------
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this section 2.4, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the defense
thereof, jointly with any other indemnifying party similarly notified, to the
extent that the indemnifying party may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
of any such action which does not include as an uncondi tional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation. No indemnified party shall
consent to entry of any judgment or enter into any settlement of any such action
the defense of

7
<PAGE>

which has been assumed by an indemnifying party without the consent of such
indemnifying party.

(f) Contribution. If the indemnification provided for in the
------------
preceding subdivisions of this section 2.4 is unavailable to an indemnified
party in respect of any expense, loss, claim, damage or liability referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such expense, loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative fault of the Company on the one hand
and of CIBC on the other in connec tion with the statements or omissions which
resulted in such expense, loss, damage or liability, as well as any other
relevant equitable considerations. The relative fault of the Company on the one
hand and of CIBC on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the
Company, by CIBC and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
provided that the foregoing contribution agreement shall not inure to the
- --------
benefit of any indemnified party if indemnification would be unavailable to such
indemnified party by reason of the provisions contained in the first sentence of
subdivision (a) of this section 2.4, and in no event shall the obligation of any
indemnifying party to contribute under this subdivision (f) exceed the amount
that such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under subdivisions (a) or
(b) of this section 2.4 had been available under the circumstances.

The Company and CIBC agree that it would not be just and equitable if
contribution pursuant to this subdivision (f) were determined by pro rata
--- ----
allocation or by any other method of allocation that does not take account of
the equitable con siderations referred to in the immediately preceding
paragraph. The amount paid or payable by an

8
<PAGE>

indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth in the preceding sentence and subdivision
(c) of this section 2.4, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.

3. Definitions. As used herein, unless the context otherwise
-----------
requires, the following terms have the following respective meanings:

Commission: The Securities and Exchange Commission or any other
----------
Federal agency at the time administering the Securities Act.

Common Shares: As defined in section 1.
-------------

Company: As defined in the introductory paragraph of this Agree ment.
-------

Exchange Act: The Securities Exchange Act of 1934, or any similar
------------
Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference
to a particular section of the Securities Exchange Act of 1934 shall
in clude a reference to the comparable section, if any, of any such
similar Federal statute.

Person: A corporation, an association, a partnership, an
------
organization, business, an individual, a governmental or political
subdivision thereof or a governmental agency.

9
<PAGE>

processing, duplicating and printing expenses, messenger and delivery
expenses, the reasonable fees and disburse ments of a single outside
counsel for the Company, including the expenses of any special audits
or "cold comfort" letters required by or incident to such performance
and compliance, and the fees and dis bursements of any counsel and
accountants retained by CIBC. Such expenses shall not include salaries
of Company personnel or general overhead expenses of the Company,
auditing fees, or other expenses for the preparation of financial
statements or other data normally prepared by the Company in the
ordinary course of its business or which the Company would have
incurred in any event.

10
<PAGE>

the following legend (in addition to any legend required under applicable state
securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON THEIR SALE, ASSIGNMENT, PLEDGE OR TRANSFER SET FORTH IN
SECTION 6 OF A REGISTRA TION RIGHTS AGREEMENT DATED AS OF JULY 29, 1996
AMONG MICRON TECHNOLOGY, INC. AND CERTAIN OTHER PARTIES. COPIES OF SUCH
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER
OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION."

11
<PAGE>

Commission to the effect that the transfer of such securities without
registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto, whereupon the holder of such Common
Shares shall be entitled to transfer such Common Shares in accordance with the
terms of the notice delivered by the holder to the Company. Each certificate
evidencing the Common Shares transferred as above provided shall bear, unless
such transfer is made pursuant to an effective registration statement, the
appropriate restrictive legend set forth in section 5 above, except that such
certificate shall not bear such restrictive legend if in the opinion of counsel
for such holder and the Company such legend is not required in order to
establish compliance with any provision of the Securities Act.

7. Rules 144 and 144A. The Company shall timely file the reports
------------------
required to be filed by it under the Securities Act and the Exchange Act
(including but not limited to the reports under sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder (or, if the Company is not required to file such
reports, will, upon the request of CIBC, make publicly available other
information) and will take such further action as CIBC may reasonably request,
all to the extent required from time to time to enable CIBC to sell the Common
Shares without registration under the Securities Act within the limitation of
the exemptions provided by (a) Rule 144 or Rule 144A under the Securities Act,
---
as such Rule may be amended from time to time, or (b) any similar rule or
---
regulation hereafter adopted by the Commission.

8. Amendments and Waivers. This Agreement may be amended only with
----------------------
the written consent of the parties hereto.

12
<PAGE>

with first class postage prepaid, addressed as aforesaid or (ii) if given by any
--
other means (including, without limitation, by air courier), when delivered at
the address specified above.

10. Assignment. This Agreement shall be binding upon and inure to
----------
the benefit of and be enforceable by the parties hereto and their respective
succes sors and assigns.

13
<PAGE>

SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION 9. THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVE TRIAL BY JURY, AND THE PARTIES HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH THEY MAY NOW OR HEREAFTER
--------------------
HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE
JURISDICTIONS.

14
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.

MICRON TECHNOLOGY, INC.

By /s/ Steven R. Appleton
----------------------------------------
Title:

CANADIAN IMPERIAL BANK OF COMMERCE

By /s/ Eric Claus
----------------------------------------
Title: Managing Director

<PAGE>

EXHIBIT 10.118

Irrevocable Proxy
(Canadian Imperial Bank of Commerce)

Canadian Imperial Bank of Commerce ("CIBC"), a Canadian bank, hereby
irrevocably appoints such persons to be serving from time to time as the
Chairman of the Board of Micron Technology, Inc., a Delaware corporation
("Micron"), the Chief Financial Officer of Micron, and each of them alone, as
his or her true and lawful proxy and attorney-in-fact, with full power of
substitution and resubstitution (i) to represent J.R. Simplot Company, a Nevada
corporation (the "Company"), at the annual meetings of the stockholders of
Micron to be held in 1996, 1997, 1998, 1999, 2000, 2001 and 2002, and at any
adjournment thereof, and to vote, in his or her discretion (including
cumulatively, if required) 2,600,000 shares (the "Shares") of common stock, $.10
par value, of Micron held by the Company; (ii) to represent the Company at any
special meeting of stockholders of Micron, and at any adjournment thereof, and
to vote (including cumulatively, if required) all the Shares in his or her
discretion; and (iii) to vote all the Shares in his or her discretion upon such
other matter or matters which may properly come before the stockholders of
Micron by written consent or otherwise.

This Irrevocable Proxy may be exercised at any time after the date
hereof and prior to June 27, 2003, except that such proxy shall expire
immediately upon the termination for any reason of the dividend swap transaction
contemplated by the letter agreement by and between the Company and CIBC dated
June 28, 1996.

Dated: June 28,1996 CANADIAN IMPERIAL BANK OF
COMMERCE

By:/s/ Eric Claus
------------------------

Name: Eric Claus
----------------------

Title: Vice President
---------------------

By: /s/ Bruce J. Berger

Name: Bruce J. Berger

Title: Vice President

<PAGE>

EXHIBIT 10.119

Irrevocable Proxy
(J.R. Simplot Company)

J.R. Simplot Company, a Nevada corporation (the "Company"), hereby
irrevocably appoints such persons as may be serving from time to time as the
Chairman of the Board of Micron Technology, Inc., a Delaware corporation
("Micron"), the Chief Financial Officer of Micron, and each of them alone, as
its true and lawful proxy and attorney-in-fact, with full power of substitution
and resubstitution (i) to represent the Company at the annual meetings of the
stockholders of Micron to be held in 1996, 1997, 1998, 1999, 2000, 2001 and
2002, and at any adjournment thereof, and to vote, in its discretion (including
cumulatively, if required) 5,000,000 shares (the "Shares") of common stock, $.10
par value, of Micron held by the Company and evidenced by certificate numbers
MC38051, MC38054, MC38057, MC38061, MC38063, MC38067 and MC51861 (of which all
the shares of Common Stock evidences by certificate numbers MC83051, MC38054,
MC38057, MC38061 and MC38063, 882,500 shares of Common Stock evidenced by
certificate number MC38067 and 1,244,750 shares of Common Stock evidenced by
certificate number MC51861 are subject to this proxy) or any certificates issued
to the Company as a replacement therefor; (ii) to represent the Company at any
special meeting of stockholders of Micron, and at any adjournment thereof, and
to vote (including cumulatively, if required) all the Shares in its discretion;
and (iii) to vote all the Shares in its discretion upon such other matter or
matters which may properly come before the stockholders of Micron by written
consent or otherwise. The Company retains the voting rights with regard to the
remaining 1,098,750 shares of Common Stock evidenced by certificate number
MC38067 and the remaining 1,099,000 shares of Common Stock evidenced by
certificate number MC51861.

This irrevocable proxy may be exercised at any time after the date
hereof and prior to July 29, 2003, except that such proxy shall expire
immediately upon the termination for any reason of the dividend swap transaction
contemplated by the letter agreement between the Company and Canadian Imperial
Bank of Commerce dated July 29, 1996.

Dated: July 29, 1996 J.R. SIMPLOT COMPANY

By: /s/ L.E. Costello
------------------------

Name: L.E. Costello

Title: Sr. Vice President & C.F.O.

<PAGE>

EXHIBIT 11.1

MICRON TECHNOLOGY, INC.

COMPUTATION OF PER SHARE EARNINGS
(AMOUNTS IN MILLIONS EXCEPT FOR PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED
-------------------------------------------------
AUGUST 29, 1996 AUGUST 31, 1995 SEPTEMBER 1, 1994
--------------- --------------- -----------------
<S> <C> <C> <C>
PRIMARY
Weighted average shares
outstanding................ 207.8 205.1 202.4
Net effect of dilutive stock
options.................... 7.2 8.8 6.5
------ ------ ------
Total shares................ 215.0 213.9 208.9
====== ====== ======
Net income.................. $593.5 $844.1 $400.5
====== ====== ======
Primary earnings per share.. $ 2.76 $ 3.95 $ 1.92
====== ====== ======
FULLY DILUTED
Weighted average shares
outstanding................ 207.8 205.1 202.4
Net effect of dilutive stock
options.................... 7.2 11.1 8.0
------ ------ ------
Total shares................ 215.0 216.2 210.4
====== ====== ======
Net income.................. $593.5 $844.1 $400.5
====== ====== ======
Fully diluted earnings per
share...................... $ 2.76 $ 3.90 $ 1.90
====== ====== ======
</TABLE>

<PAGE>

EXHIBIT 21.1

MICRON TECHNOLOGY, INC.

SUBSIDIARIES OF THE REGISTRANT

<TABLE>
<CAPTION>
STATE (OR JURISDICTION)
NAME IN WHICH INCORPORATED
---- -----------------------
<S> <C>
Micron Communications, Inc. ............................ Idaho
Micron Construction, Inc. .............................. Idaho
Micron Construction of New Mexico, Inc. .............. New Mexico
Micron Display Technology, Inc. ........................ Idaho
Micron Electronics, Inc. ............................... Minnesota
Micron Custom Manufacturing Services, Inc. ........... Idaho
M.C.M.S. SDN. BHD. ................................. Malaysia
Micron Electronics (H.K.) Limited..................... Hong Kong
Micron Electronics Japan K.K. ........................ Japan
Micron Electronics Overseas Trading, Inc. ............ Barbados
PC Tech, Inc. ........................................ Minnesota
Micron Europe Limited................................... United Kingdom
Micron International Sales, Inc. ....................... Barbados
Micron Quantum Devices, Inc. ........................... California
Micron Semiconductor Asia Pacific Pte. Ltd. ............ Singapore
Micron Semiconductor Asia Pacific Inc. ................. Idaho
Micron Semiconductor (Deutschland) GmbH................. Germany
Micron Semiconductor Products, Inc. .................... Idaho
Micron Technology International, Inc. .................. British Virgin Islands
</TABLE>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements
of Micron Technology, Inc., on Forms S-8 (File Nos. 33-3686, 33-16832,
33-27078, 33-38665, 33-38926, 33-65050, 33-52653, 33-57887 and 333-07283) of
our report dated September 19, 1996, except as to the Stock Purchase Plans Note
to Consolidated Financial Statements, the date of which is September 30, 1996,
on our audits of the consolidated financial statements of Micron Technology,
Inc., as of August 29, 1996, and August 31, 1995, and for each of the three
years in the period ended August 29, 1996, which report is included in this
Annual Report on Form 10-K.

/s/ Coopers & Lybrand L.L.P.

Boise, Idaho
October 3, 1996

<PAGE>
<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> 1,000,000

<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> AUG-31-1995 AUG-29-1996
<PERIOD-END> AUG-31-1995 AUG-29-1996
<CASH> 128 276
<SECURITIES> 428 11
<RECEIVABLES> 472 375
<ALLOWANCES> 17 28
<INVENTORY> 205 251
<CURRENT-ASSETS> 1,274 964
<PP&E> 2,024 3,539
<DEPRECIATION> 638 831
<TOTAL-ASSETS> 2,775 3,752
<CURRENT-LIABILITIES> 605 665
<BONDS> 0 0
0 0
0 0
<COMMON> 21 21
<OTHER-SE> 1,877 2,481
<TOTAL-LIABILITY-AND-EQUITY> 2,775 3,752
<SALES> 2,953 3,654
<TOTAL-REVENUES> 2,953 3,654
<CGS> 1,329 2,198
<TOTAL-COSTS> 1,656 2,709
<OTHER-EXPENSES> (29) 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (25) (14)
<INCOME-PRETAX> 1,350 951
<INCOME-TAX> 506 357
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 844 594
<EPS-PRIMARY> 3.95 2.76
<EPS-DILUTED> 3.90 2.76

</TABLE>