<PAGE>   1
     As filed with the Securities and Exchange Commission on April __, 1995
                                            Registration No. 33-_______________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          TANDEM COMPUTERS INCORPORATED
               (Exact name of issuer as specified in its charter)

           Delaware                                              94-2266618
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

          19333 Vallco Parkway
          Cupertino, California                                       95014-2599
(Address of principal executive offices)                              (Zip code)

                  TANDEM COMPUTERS INCORPORATED 1989 STOCK PLAN
                      (AS RESTATED EFFECTIVE NOVEMBER 1994)
                            (Full title of the plan)

      JOSEPHINE T. PARRY, ESQ                                   Copy to:
  Vice President, General Counsel                      KATHARINE A. MARTIN, ESQ.
          and Secretary                                Pillsbury Madison & Sutro
   Tandem Computers Incorporated                          2700 Sand Hill Road
    10435 North Tantau Avenue                             Menlo Park, CA 94025
 Cupertino, California 95014-0709                            (415) 233-4500
        (408) 725-6000
(Name, address and telephone number
     of agent for service)

<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
==============================================================================================
                                              Proposed         Proposed
                                               Maximum          Maximum
   Title of                                   Offering         Aggregate           Amount of             
Securities To Be         Amount To Be         Price Per     Offering Price       Registration
  Registered              Registered            Share             (1)                Fee (2)
- ----------------------------------------------------------------------------------------------
<S>                   <C>                      <C>            <C>                   <C>
Common Stock          9,000,000 shares         $12.875        $115,875,000          $39,957
==============================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.

(2) The registration fee has been calculated pursuant to Rule 457(h).

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

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*         Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from this Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 and the Note to Part I
          of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents By Reference.

          The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), are hereby incorporated by reference
in this Registration Statement:

          (a)   The Registrant's Annual Report on Form 10-K for the fiscal 
year ended September 30, 1994;

          (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1994; and

          (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 13, 1987 pursuant to
section 12(b) of the Securities Exchange Act of 1934, including any subsequent
amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

          Not Applicable.

                                      -2-
<PAGE>   3



Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Paragraph B(i) of Article XI of the Registrant's Restated Certificate
of Incorporation provides that the corporation shall, to the fullest extent
permitted by Delaware Law, indemnify any person (the "Indemnitee") who is or was
involved in any manner (including, without limitation, as a party or a witness)
in any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, any action, suit or proceeding brought by or in the right of
the corporation to procure a judgment in its favor) (a "Proceeding"), by reason
of the fact that Indemnitee is or was a director, officer, employee, agent,
fiduciary or other official of the Registrant, or is or was serving another
entity or enterprise in such capacity at the request of the Registrant, against
all expenses and liabilities actually and reasonably incurred by Indemnitee in
connection with such Proceeding.

          Paragraph B(ii) of Article XI of the Registrant's Restated 
Certificate of Incorporation provides that the corporation may enter into 
contracts to provide individual Indemnitees with specific rights of 
indemnification to the fullest extent permitted by Delaware Law and may create
trust funds, grant security interests, obtain letters of credit or use other 
means to ensure the payment of such amounts as may be necessary to effect the 
rights provided by the Restated Certificate of Incorporation or in any such 
contract.

          Under Section 145 of the General Corporation Law of the State of
Delaware, the state in which the Registrant is incorporated, a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party, or by or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents. In general, Section 145 provides that a
corporation has the power to indemnify directors, officers, employees or agents
where the individual acted in good faith and in a manner such individual
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such individual's conduct was unlawful. In
circumstances where the individual shall have been adjudged to be liable for
negligence or misconduct in the performance of such individual's duty to the
corporation, indemnification will be allowed only to the extent that the court
considering the action decides, in view of the circumstances, the individual is
entitled to indemnity.

                                       -3-


<PAGE>   4



          The directors and officers of the Registrant and its subsidiaries are
covered by policies of insurance under which they are insured, within limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, in which they are parties by reason of being or having been
directors or officers; the Registrant is similarly insured, with respect to
certain payments it might be required to make to its directors or officers under
the applicable statutes and its charter provisions. In addition, pursuant to
authority contained in the Registrant's Restated Certificate of Incorporation
(as set forth above), the Registrant has entered into indemnification agreements
with its directors and officers.

Item 8.   Exhibits.

          See Index to Exhibits on page 9.

Item 9.   Undertakings.

          (a)      The undersigned Registrant hereby undertakes:

          (1)      To file, during any period in which offers or sales are
    being made of the securities registered hereby, a post-effective amendment
    to this Registration Statement:

                   (i)  To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

                   (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

                   (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
    apply if the information required to be included in a post-effective
    amendment by those paragraphs is contained in periodic reports filed by the
    Registrant pursuant to section 13 or section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in this
    Registration Statement.

          (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new

                                       -4-


<PAGE>   5



  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination
  of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       -5-


<PAGE>   6



                                   SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cupertino, State of California, on April 19,
1995.

                                       TANDEM COMPUTERS INCORPORATED

                                       By     JAMES G. TREYBIG
                                         ----------------------------
                                              James G. Treybig
                                       President, Chief Executive Officer
                                                and Director

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James G. Treybig and David J. Rynne, and
each of them, his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
                 Signature                             Title                           Date
                 ---------                             -----                           ----
              <S>                                 <C>                              <C> 
              JAMES G. TREYBIG                    President, Chief                 April 19, 1995
         -------------------------                Executive Officer and
              James G. Treybig                    Director (Principal  
                                                  Executive Officer)   
                                                                       
</TABLE>                                          
                                       -6-


<PAGE>   7

<TABLE>
<CAPTION>
                 Signature                             Title                           Date
                 ---------                             -----                           ----
              <S>                                 <C>                              <C> 
               DAVID J. RYNNE                     Senior Vice                      April 19, 1995
         -------------------------                President and  
               David J. Rynne                     Chief Financial
                                                  Officer (Prin- 
                                                  cipal Financial
                                                  Officer)       
                                                  
            ANTHONY H. LEWIS, JR.                 Vice President                   April 19, 1995
         -------------------------                and Corporate    
            Anthony H. Lewis, Jr.                 Controller (Prin-
                                                  cipal Accounting 
                                                  Officer)         
                                                  
               JACK F. BENNETT
         -------------------------
               Jack F. Bennett                    Director                         April 19, 1995


               MORTON COLLINS
         -------------------------
               Morton Collins                     Director                         April 19, 1995


             SIR CAMPBELL FRASER
         -------------------------
             Sir Campbell Fraser                  Director                         April 19, 1995


          FRANKLIN P. JOHNSON, JR.
         -------------------------
          Franklin P. Johnson, Jr.                Director                         April 19, 1995


             ROBERT C. MARSHALL
         -------------------------
             Robert C. Marshall                   Director                         April 19, 1995


              THOMAS J. PERKINS
         -------------------------
              Thomas J. Perkins                   Director                         April 19, 1995

           VERA STEPHANIE SHIRLEY
         -------------------------
           Vera Stephanie Shirley                 Director                         April 19, 1995

</TABLE>
                                       -7-


<PAGE>   8

<TABLE>
<CAPTION>
                 Signature                             Title                           Date
                 ---------                             -----                           ----
              <S>                                 <C>                              <C> 
            ROBERT G. STONE, JR.
         -------------------------
            Robert G. Stone, Jr.                  Director                         April 19, 1995


             THOMAS I. UNTERBERG
         -------------------------
             Thomas I. Unterberg                  Director                         April 19, 1995


              WALTER B. WRISTON
         -------------------------
              Walter B. Wriston                   Director                         April 19, 1995
</TABLE>

                                       -8-


<PAGE>   9





                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                    Sequentially            
Exhibit                                                               Numbered              
Number                          Exhibit                                 Page                
- -------                         -------                             ------------                  
<S>                   <C>                                           <C>                     
5.1                   Opinion of Pillsbury Madison &                     10                 
                      Sutro as to the legality of the                                       
                      securities being registered.                                          
                                                                                            
23.1                  Consent of Pillsbury Madison &                                        
                      Sutro (included in Exhibit 5.1).                                      
                                                                                            
23.2                  Consent of Ernst & Young LLP.                      11                 
                                                                                
24.1                  Powers of Attorney (see pages 6-8)
</TABLE>



                                       -9-
[{"type": "S-8", "sequence": "1", "description": "TANDEM COMPUTERS FORM S-8", "secsgml_size_bytes": 20534}]
{"company-data": {"conformed-name": "TANDEM COMPUTERS INC /DE/", "cik": "0000315180", "assigned-sic": "3571", "irs-number": "942266618", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58759", "film-number": "95530496"}, "business-address": {"street1": "19333 VALLCO PKWY", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4082854664"}, "mail-address": {"street1": "10435 N TANUTA AVE LOC 200 16", "city": "CUPERTINO", "state": "CA", "zip": "95014"}, "former-company": {"former-conformed-name": "TCI DELAWARE INC", "date-changed": "19600201"}}
1
     As filed with the Securities and Exchange Commission on April __, 1995
                                            Registration No. 33-_______________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          TANDEM COMPUTERS INCORPORATED
               (Exact name of issuer as specified in its charter)

           Delaware                                              94-2266618
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

          19333 Vallco Parkway
          Cupertino, California                                       95014-2599
(Address of principal executive offices)                              (Zip code)

                  TANDEM COMPUTERS INCORPORATED 1989 STOCK PLAN
                      (AS RESTATED EFFECTIVE NOVEMBER 1994)
                            (Full title of the plan)

      JOSEPHINE T. PARRY, ESQ                                   Copy to:
  Vice President, General Counsel                      KATHARINE A. MARTIN, ESQ.
          and Secretary                                Pillsbury Madison & Sutro
   Tandem Computers Incorporated                          2700 Sand Hill Road
    10435 North Tantau Avenue                             Menlo Park, CA 94025
 Cupertino, California 95014-0709                            (415) 233-4500
        (408) 725-6000
(Name, address and telephone number
     of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================================
                                              Proposed         Proposed
                                               Maximum          Maximum
   Title of                                   Offering         Aggregate           Amount of             
Securities To Be         Amount To Be         Price Per     Offering Price       Registration
  Registered              Registered            Share             (1)                Fee (2)
- ----------------------------------------------------------------------------------------------
Common Stock          9,000,000 shares         $12.875        $115,875,000          $39,957
==============================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.

(2) The registration fee has been calculated pursuant to Rule 457(h).

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

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*         Information required by Part I to be contained in the Section 10(a)
          prospectus is omitted from this Registration Statement in accordance
          with Rule 428 under the Securities Act of 1933 and the Note to Part I
          of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents By Reference.

          The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), are hereby incorporated by reference
in this Registration Statement:

          (a)   The Registrant's Annual Report on Form 10-K for the fiscal 
year ended September 30, 1994;

          (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1994; and

          (c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated March 13, 1987 pursuant to
section 12(b) of the Securities Exchange Act of 1934, including any subsequent
amendment or report filed for the purpose of updating such description.

          All documents subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

          Not Applicable.

                                      -2-
3

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          Paragraph B(i) of Article XI of the Registrant's Restated Certificate
of Incorporation provides that the corporation shall, to the fullest extent
permitted by Delaware Law, indemnify any person (the "Indemnitee") who is or was
involved in any manner (including, without limitation, as a party or a witness)
in any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including,
without limitation, any action, suit or proceeding brought by or in the right of
the corporation to procure a judgment in its favor) (a "Proceeding"), by reason
of the fact that Indemnitee is or was a director, officer, employee, agent,
fiduciary or other official of the Registrant, or is or was serving another
entity or enterprise in such capacity at the request of the Registrant, against
all expenses and liabilities actually and reasonably incurred by Indemnitee in
connection with such Proceeding.

          Paragraph B(ii) of Article XI of the Registrant's Restated 
Certificate of Incorporation provides that the corporation may enter into 
contracts to provide individual Indemnitees with specific rights of 
indemnification to the fullest extent permitted by Delaware Law and may create
trust funds, grant security interests, obtain letters of credit or use other 
means to ensure the payment of such amounts as may be necessary to effect the 
rights provided by the Restated Certificate of Incorporation or in any such 
contract.

          Under Section 145 of the General Corporation Law of the State of
Delaware, the state in which the Registrant is incorporated, a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party, or by or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents. In general, Section 145 provides that a
corporation has the power to indemnify directors, officers, employees or agents
where the individual acted in good faith and in a manner such individual
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such individual's conduct was unlawful. In
circumstances where the individual shall have been adjudged to be liable for
negligence or misconduct in the performance of such individual's duty to the
corporation, indemnification will be allowed only to the extent that the court
considering the action decides, in view of the circumstances, the individual is
entitled to indemnity.

                                       -3-
4

          The directors and officers of the Registrant and its subsidiaries are
covered by policies of insurance under which they are insured, within limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits or
proceedings, in which they are parties by reason of being or having been
directors or officers; the Registrant is similarly insured, with respect to
certain payments it might be required to make to its directors or officers under
the applicable statutes and its charter provisions. In addition, pursuant to
authority contained in the Registrant's Restated Certificate of Incorporation
(as set forth above), the Registrant has entered into indemnification agreements
with its directors and officers.

Item 8.   Exhibits.

          See Index to Exhibits on page 9.

Item 9.   Undertakings.

          (a)      The undersigned Registrant hereby undertakes:

          (1)      To file, during any period in which offers or sales are
    being made of the securities registered hereby, a post-effective amendment
    to this Registration Statement:

                   (i)  To include any prospectus required by section 10(a)(3)
          of the Securities Act of 1933;

                   (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

                   (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
    apply if the information required to be included in a post-effective
    amendment by those paragraphs is contained in periodic reports filed by the
    Registrant pursuant to section 13 or section 15(d) of the Securities
    Exchange Act of 1934 that are incorporated by reference in this
    Registration Statement.

          (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment shall be deemed
    to be a new

                                       -4-
5

  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination
  of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       -5-
6

                                   SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cupertino, State of California, on April 19,
1995.

                                       TANDEM COMPUTERS INCORPORATED

                                       By     JAMES G. TREYBIG
                                         ----------------------------
                                              James G. Treybig
                                       President, Chief Executive Officer
                                                and Director

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James G. Treybig and David J. Rynne, and
each of them, his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature                             Title                           Date
                 ---------                             -----                           ----
JAMES G. TREYBIG                    President, Chief                 April 19, 1995
         -------------------------                Executive Officer and
              James G. Treybig                    Director (Principal  
                                                  Executive Officer)
-6-
7
Signature                             Title                           Date
                 ---------                             -----                           ----
DAVID J. RYNNE                     Senior Vice                      April 19, 1995
         -------------------------                President and  
               David J. Rynne                     Chief Financial
                                                  Officer (Prin- 
                                                  cipal Financial
                                                  Officer)       
                                                  
            ANTHONY H. LEWIS, JR.                 Vice President                   April 19, 1995
         -------------------------                and Corporate    
            Anthony H. Lewis, Jr.                 Controller (Prin-
                                                  cipal Accounting 
                                                  Officer)         
                                                  
               JACK F. BENNETT
         -------------------------
               Jack F. Bennett                    Director                         April 19, 1995

               MORTON COLLINS
         -------------------------
               Morton Collins                     Director                         April 19, 1995

             SIR CAMPBELL FRASER
         -------------------------
             Sir Campbell Fraser                  Director                         April 19, 1995

          FRANKLIN P. JOHNSON, JR.
         -------------------------
          Franklin P. Johnson, Jr.                Director                         April 19, 1995

             ROBERT C. MARSHALL
         -------------------------
             Robert C. Marshall                   Director                         April 19, 1995

              THOMAS J. PERKINS
         -------------------------
              Thomas J. Perkins                   Director                         April 19, 1995

           VERA STEPHANIE SHIRLEY
         -------------------------
           Vera Stephanie Shirley                 Director                         April 19, 1995
-7-
8
Signature                             Title                           Date
                 ---------                             -----                           ----
ROBERT G. STONE, JR.
         -------------------------
            Robert G. Stone, Jr.                  Director                         April 19, 1995

             THOMAS I. UNTERBERG
         -------------------------
             Thomas I. Unterberg                  Director                         April 19, 1995

              WALTER B. WRISTON
         -------------------------
              Walter B. Wriston                   Director                         April 19, 1995
-8-
9

                                INDEX TO EXHIBITS
Sequentially            
Exhibit                                                               Numbered              
Number                          Exhibit                                 Page                
- -------                         -------                             ------------
5.1                   Opinion of Pillsbury Madison &                     10                 
                      Sutro as to the legality of the                                       
                      securities being registered.                                          
                                                                                            
23.1                  Consent of Pillsbury Madison &                                        
                      Sutro (included in Exhibit 5.1).                                      
                                                                                            
23.2                  Consent of Ernst & Young LLP.                      11                 
                                                                                
24.1                  Powers of Attorney (see pages 6-8)
-9-