SECURITIES AND EXCHANGE COMMISSION 
                       WASHINGTON, D.C. 20549 
  
                              FORM 8-K 
                           CURRENT REPORT 
  
               Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934 
  
                                     
                            February 3, 1998        
                   ---------------------------------
                   (Date of earliest event reported) 
  
                                     
                     Digital Equipment Corporation             
       ------------------------------------------------------
       (Exact name of Registrant as specified in its charter) 
  
  
         Massachusetts          1-5296            04-2226590
        --------------       -----------      -------------------
          (State of          (Commission         IRS Employer 
        Incorporation)        File No.)       Identification No.)

  
                                     
          111 Powdermill Road, Maynard, Massachusetts  01754
    ------------------------------------------------------------
    (Address of principal executive offices, including zip code) 
  
                                     
                             (978) 493-5111
          ----------------------------------------------------
          (Registrant's telephone number, including area code) 
  



                 INFORMATION TO BE INCLUDED IN THE REPORT
  
  
 Item 5.  Other Events. 
  
 Effective February 3, 1998, Digital Equipment Corporation ("Digital")
 amended the Rights Agreement dated as of December 11, 1989 ("Rights
 Agreement"), between Digital and First Chicago Trust Company of New
 York, as Rights Agent, to render the Rights (as defined in the Rights
 Agreement) issued pursuant to the terms of the Rights Agreement
 inapplicable to the Agreement and Plan of Merger, dated as of January
 25, 1998 between Digital and Compaq Computer Corporation and the
 transactions contemplated thereby. 
  
 A copy of the Amendment to Rights Agreement is attached hereto as
 Exhibit 4 and is incorporated herein by reference. 
  
  
 Item 7.  Financial Statements and Exhibits 
  
      (c)  Exhibits. 
  
           Exhibit 4   -  Amendment, dated as of February 3, 1998, to
                          the Rights Agreement, originally dated as of
                          December 11, 1989, between Digital Equipment
                          Corporation and First Chicago Trust Company of
                          New York. 



                                SIGNATURES
  
      Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned, hereunto duly authorized. 
  
  
                                 DIGITAL EQUIPMENT CORPORATION 
  
                                 By:  /s/ Gail S. Mann
                                    ---------------------------------
                                    Gail S. Mann 
                                    Vice President, Assistant General
                                    Counsel, Secretary and Clerk 
                                                   
  
 Dated:  February 12, 1998



                               EXHIBIT INDEX
  
  
 Exhibit No.    Description 
 -----------    -----------
      4         Amendment, dated as of February 3, 1998, to the Rights
                Agreement, originally dated as of December 11, 1989,
                between Digital Equipment Corporation and First Chicago
                Trust Company of New York.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 3632}]
{"company-data": {"conformed-name": "DIGITAL EQUIPMENT CORP", "cik": "0000028887", "assigned-sic": "3570", "irs-number": "042226590", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05296", "film-number": "98534034"}, "business-address": {"street1": "146 MAIN ST", "city": "MAYNARD", "state": "MA", "zip": "01754", "phone": "6178975111"}, "mail-address": {"street1": "111 POWDER MILL ROAD MS02-3/F13", "street2": "111 POWDER MILL ROAD MS02-3/F13", "city": "MAYNARD", "state": "MA", "zip": "01754"}}
SECURITIES AND EXCHANGE COMMISSION 
                       WASHINGTON, D.C. 20549 
  
                              FORM 8-K 
                           CURRENT REPORT 
  
               Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934 
  
                                     
                            February 3, 1998        
                   ---------------------------------
                   (Date of earliest event reported) 
  
                                     
                     Digital Equipment Corporation             
       ------------------------------------------------------
       (Exact name of Registrant as specified in its charter) 
  
  
         Massachusetts          1-5296            04-2226590
        --------------       -----------      -------------------
          (State of          (Commission         IRS Employer 
        Incorporation)        File No.)       Identification No.)

  
                                     
          111 Powdermill Road, Maynard, Massachusetts  01754
    ------------------------------------------------------------
    (Address of principal executive offices, including zip code) 
  
                                     
                             (978) 493-5111
          ----------------------------------------------------
          (Registrant's telephone number, including area code) 
  

                 INFORMATION TO BE INCLUDED IN THE REPORT
  
  
 Item 5.  Other Events. 
  
 Effective February 3, 1998, Digital Equipment Corporation ("Digital")
 amended the Rights Agreement dated as of December 11, 1989 ("Rights
 Agreement"), between Digital and First Chicago Trust Company of New
 York, as Rights Agent, to render the Rights (as defined in the Rights
 Agreement) issued pursuant to the terms of the Rights Agreement
 inapplicable to the Agreement and Plan of Merger, dated as of January
 25, 1998 between Digital and Compaq Computer Corporation and the
 transactions contemplated thereby. 
  
 A copy of the Amendment to Rights Agreement is attached hereto as
 Exhibit 4 and is incorporated herein by reference. 
  
  
 Item 7.  Financial Statements and Exhibits 
  
      (c)  Exhibits. 
  
           Exhibit 4   -  Amendment, dated as of February 3, 1998, to
                          the Rights Agreement, originally dated as of
                          December 11, 1989, between Digital Equipment
                          Corporation and First Chicago Trust Company of
                          New York. 

                                SIGNATURES
  
      Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned, hereunto duly authorized. 
  
  
                                 DIGITAL EQUIPMENT CORPORATION 
  
                                 By:  /s/ Gail S. Mann
                                    ---------------------------------
                                    Gail S. Mann 
                                    Vice President, Assistant General
                                    Counsel, Secretary and Clerk 
                                                   
  
 Dated:  February 12, 1998

                               EXHIBIT INDEX
  
  
 Exhibit No.    Description 
 -----------    -----------
      4         Amendment, dated as of February 3, 1998, to the Rights
                Agreement, originally dated as of December 11, 1989,
                between Digital Equipment Corporation and First Chicago
                Trust Company of New York.