<PAGE>
 
   As filed with the Securities and Exchange Commission on November 14, 1995
                                                            Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ___________________

                         DIGITAL EQUIPMENT CORPORATION
            (Exact name of registrant as specified in its charter)

                Massachusetts                             04-2226590
(State or other jurisdiction of Incorporation          (I.R.S. Employer 
                 or organization)                      Identification No.)


           111 Powdermill Road - MSO2, Maynard, Massachusetts  01754
             (Address of principal executive offices)  (Zip Code)

                Digital Equipment Corporation 1995 Equity Plan
     Digital Equipment Corporation 1995 Stock Option Plan for Nonemployee
                      Directors(Full title of the plans)
                           _________________________


                                 Gail S. Mann
                         Digital Equipment Corporation
                       111 Powdermill Road -  MSO2-3/F13
                      Maynard, Massachusetts  01754-1499
                                (508) 493-2206

            (Name, address including zip code and telephone number,
                  including area code, of agent for service)

                          __________________________
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE

<TABLE> 
<CAPTION> 
<S>                            <C>                  <C>               <C>               <C> 
                                                       Proposed         Proposed
                                                       Maximum          Maximum          Amount of 
 Title of Securities to be        Amount to be      Offering Price      Aggregate       Registration 
        Registered               Registered/(1)/       Per Share      Offering Price       Fee  

Common Stock (Par Value          10,000,000/(2)/        $55.875        $558,750,000       $111,750
$1.00)

Common Stock (Par Value              50,000/(3)/        $55.875        $  2,793,750       $    559
$1.00)

     TOTAL:                      10,050,000             $55.875        $561,543,750       $112,309
                                     shares                                                =======
</TABLE> 
                                      

(1)  The price of $55.875 per share, which is the average of the high and low
     prices reported on the New York Stock Exchange on November 8, 1995, is set
     forth solely for purposes of calculating the filing fee pursuant to Rule
     457(c).

(2)  Represents shares of Common Stock to be issued under Registrant's 1995
     Equity Plan.  Calculated with reference to the formula specified in the
     1995 Equity Plan and based on the number of issued shares of Common Stock
     of the Registrant as on November 1, 1995.

(3)  Represents shares of Common Stock to be issued under Registrant's 1995
     Stock Option Plan for Nonemployee Directors.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.
         ---------------- 

     The documents containing the information specified in this Item 1 will be
sent or given to employees or directors, as the case may be, as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

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

     The documents containing the information specified in this Item 2 will be
sent or given to employees or directors, as the case may be, as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          July 1, 1995 (and the documents incorporated by reference therein);

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1995; and

     (c)  The section entitled "Description of Common Stock" contained in the
          prospectus included in the Registrant's Registration Statement No. 33-
          25280, and the section entitled "Information Regarding the
          Classification of the Board of Directors" contained in the
          Registrant's definitive Proxy Statement dated September 14, 1990.


     All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein 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.
<PAGE>
 

Item 4.  Description of Securities.
         ------------------------- 

     Not applicable.

Item 5.  Interest of Named Experts and Counsel.
         ------------------------------------- 

     None.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

     Page II-1 of Registrant's Registration Statement No. 33-51987 is
incorporated by reference herein.

Item 7.  Exemption From Registration Claimed.
         ----------------------------------- 

     Not applicable.

Item 8.  Exhibits
         --------

     The Exhibit Index immediately preceding the exhibits is incorporated by
reference herein.

Item 9.  Undertakings.
         ------------ 

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, 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 the 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 the Registration
                      Statement;

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the 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 with or furnished to the Commission by the
               Registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the Registration Statement.

<PAGE>
 

          (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 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 the
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.

     (c)  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 Securities and
Exchange 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.
<PAGE>
 
                               POWER OF ATTORNEY

     I, the undersigned director or officer of Digital Equipment Corporation, a
Massachusetts corporation, do hereby severally constitute and appoint Robert B.
Palmer, Gail S. Mann and Thomas C. Siekman, and each of them alone, to be true,
sufficient and lawful attorneys for me, to sign for me and in my name in the
capacity or capacities indicated below any and all post-effective amendments to
this Registration Statement and all other documents relating thereto.

                                  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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts on this 9th
day of November, 1995.

                                      DIGITAL EQUIPMENT CORPORATION



                                      By: /s/ Robert B. Palmer 
                                         --------------------------------------
                                         Robert B. Palmer, Chairman of the
                                         Board, President and Chief Executive
                                         Officer

     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 dates indicated.

<TABLE> 
<CAPTION> 
          SIGNATURE                          TITLE                              DATE
          ---------                          -----                              ----

<S>                               <C>                                <C>  
/s/ Robert B. Palmer              Chairman of the Board,             November 9, 1995 
- ------------------------------    President and Chief Executive 
Robert B. Palmer                  Officer (Principal Executive  
                                  Officer) and Director          
                                 

/s/ Vincent J. Mullarkey          Vice President, Finance and        November 9, 1995
- ------------------------------    Chief Financial Officer (Chief 
Vincent J. Mullarkey              Financial Officer)              
                                 

/s/ E. C. Prokopis                Vice President and Controller      November 9, 1995
- ------------------------------    (Chief Accounting Officer)
E. C. Prokopis

/s/ Vernon R. Alden               Director                           November 9, 1995
- ------------------------------
Vernon R. Alden

                                  Director                           November 9, 1995 
- ------------------------------
Colby H. Chandler
</TABLE> 

<PAGE>
 
<TABLE> 
<S>                               <C>                                <C>  
/s/ Arnaud de Vitry               Director                           November 9, 1995  
- ------------------------------
Arnaud de Vitry

/s/ Frank P. Doyle                Director                           November 9, 1995
- ------------------------------
Frank P. Doyle

/s/ Robert R. Everett             Director                           November 9, 1995
- ------------------------------
Robert R. Everett

/s/ Kathleen F. Feldstein         Director                           November 9, 1995
- ------------------------------
Kathleen F. Feldstein

/s/ Thomas P. Gerrity             Director                           November 9, 1995
- ------------------------------
Thomas P. Gerrity

/s/ Thomas L. Phillips            Director                           November 9, 1995
- ------------------------------
Thomas L. Phillips

/s/ Delbert C. Staley             Director                           November 9, 1995
- ------------------------------
Delbert C. Staley
</TABLE> 
<PAGE>
 
                               INDEX TO EXHIBITS


   Exhibit
   Number                          Exhibit
   ------                          -------

Exhibit 4.1     Rights Agreement dated as of December 11, 1989 between the
                Registrant and First Chicago Trust Company of New York, as
                Rights Agent (filed under cover of Form SE as Exhibit 4.1 to the
                Registrant's Current Report on Form 8-K dated December 12, 1989
                and incorporated by reference herein).

Exhibit 5       Opinion of Counsel

Exhibit 23.1    Consent of Counsel (included in Exhibit 5)

Exhibit 23.2    Consent of Coopers & Lybrand L.L.P.

Exhibit 24      Power of Attorney (continued on page 6 of this Registration
                Statement)

Exhibit 99.1    1995 Equity Plan

Exhibit 99.2    1995 Stock Option Plan for Nonemployee Directors
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15689}]
{"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": "S-8", "act": "33", "file-number": "033-64223", "film-number": "95592722"}, "business-address": {"street1": "146 MAIN ST", "city": "MAYNARD", "state": "MA", "zip": "01754", "phone": "6178975111"}, "mail-address": {"street2": "111 POWDER MILL ROAD MS02-3/F13", "city": "MAYNARD", "state": "MA", "zip": "01754"}}
As filed with the Securities and Exchange Commission on November 14, 1995
                                                            Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                              __________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                              ___________________

                         DIGITAL EQUIPMENT CORPORATION
            (Exact name of registrant as specified in its charter)

                Massachusetts                             04-2226590
(State or other jurisdiction of Incorporation          (I.R.S. Employer 
                 or organization)                      Identification No.)

           111 Powdermill Road - MSO2, Maynard, Massachusetts  01754
             (Address of principal executive offices)  (Zip Code)

                Digital Equipment Corporation 1995 Equity Plan
     Digital Equipment Corporation 1995 Stock Option Plan for Nonemployee
                      Directors(Full title of the plans)
                           _________________________

                                 Gail S. Mann
                         Digital Equipment Corporation
                       111 Powdermill Road -  MSO2-3/F13
                      Maynard, Massachusetts  01754-1499
                                (508) 493-2206

            (Name, address including zip code and telephone number,
                  including area code, of agent for service)

                          __________________________
CALCULATION OF REGISTRATION FEE
Proposed         Proposed
                                                       Maximum          Maximum          Amount of 
 Title of Securities to be        Amount to be      Offering Price      Aggregate       Registration 
        Registered               Registered/(1)/       Per Share      Offering Price       Fee  

Common Stock (Par Value          10,000,000/(2)/        $55.875        $558,750,000       $111,750
$1.00)

Common Stock (Par Value              50,000/(3)/        $55.875        $  2,793,750       $    559
$1.00)

     TOTAL:                      10,050,000             $55.875        $561,543,750       $112,309
                                     shares                                                =======
(1)  The price of $55.875 per share, which is the average of the high and low
     prices reported on the New York Stock Exchange on November 8, 1995, is set
     forth solely for purposes of calculating the filing fee pursuant to Rule
     457(c).

(2)  Represents shares of Common Stock to be issued under Registrant's 1995
     Equity Plan.  Calculated with reference to the formula specified in the
     1995 Equity Plan and based on the number of issued shares of Common Stock
     of the Registrant as on November 1, 1995.

(3)  Represents shares of Common Stock to be issued under Registrant's 1995
     Stock Option Plan for Nonemployee Directors.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
         ---------------- 

     The documents containing the information specified in this Item 1 will be
sent or given to employees or directors, as the case may be, as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

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

     The documents containing the information specified in this Item 2 will be
sent or given to employees or directors, as the case may be, as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

     The following documents filed with the Commission are incorporated by
reference in this Registration Statement:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          July 1, 1995 (and the documents incorporated by reference therein);

     (b)  The Registrant's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1995; and

     (c)  The section entitled "Description of Common Stock" contained in the
          prospectus included in the Registrant's Registration Statement No. 33-
          25280, and the section entitled "Information Regarding the
          Classification of the Board of Directors" contained in the
          Registrant's definitive Proxy Statement dated September 14, 1990.

     All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein 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.

Item 5.  Interest of Named Experts and Counsel.
         ------------------------------------- 

     None.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

     Page II-1 of Registrant's Registration Statement No. 33-51987 is
incorporated by reference herein.

Item 7.  Exemption From Registration Claimed.
         ----------------------------------- 

     Not applicable.

Item 8.  Exhibits
         --------

     The Exhibit Index immediately preceding the exhibits is incorporated by
reference herein.

Item 9.  Undertakings.
         ------------ 

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, 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 the 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 the Registration
                      Statement;

               (iii)  To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the 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 with or furnished to the Commission by the
               Registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 that are incorporated by
               reference in the 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 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 the
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.

     (c)  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 Securities and
Exchange 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.
POWER OF ATTORNEY

     I, the undersigned director or officer of Digital Equipment Corporation, a
Massachusetts corporation, do hereby severally constitute and appoint Robert B.
Palmer, Gail S. Mann and Thomas C. Siekman, and each of them alone, to be true,
sufficient and lawful attorneys for me, to sign for me and in my name in the
capacity or capacities indicated below any and all post-effective amendments to
this Registration Statement and all other documents relating thereto.

                                  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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts on this 9th
day of November, 1995.

                                      DIGITAL EQUIPMENT CORPORATION

                                      By: /s/ Robert B. Palmer 
                                         --------------------------------------
                                         Robert B. Palmer, Chairman of the
                                         Board, President and Chief Executive
                                         Officer

     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 dates indicated.
SIGNATURE                          TITLE                              DATE
          ---------                          -----                              ----
/s/ Robert B. Palmer              Chairman of the Board,             November 9, 1995 
- ------------------------------    President and Chief Executive 
Robert B. Palmer                  Officer (Principal Executive  
                                  Officer) and Director          
                                 

/s/ Vincent J. Mullarkey          Vice President, Finance and        November 9, 1995
- ------------------------------    Chief Financial Officer (Chief 
Vincent J. Mullarkey              Financial Officer)              
                                 

/s/ E. C. Prokopis                Vice President and Controller      November 9, 1995
- ------------------------------    (Chief Accounting Officer)
E. C. Prokopis

/s/ Vernon R. Alden               Director                           November 9, 1995
- ------------------------------
Vernon R. Alden

                                  Director                           November 9, 1995 
- ------------------------------
Colby H. Chandler
/s/ Arnaud de Vitry               Director                           November 9, 1995  
- ------------------------------
Arnaud de Vitry

/s/ Frank P. Doyle                Director                           November 9, 1995
- ------------------------------
Frank P. Doyle

/s/ Robert R. Everett             Director                           November 9, 1995
- ------------------------------
Robert R. Everett

/s/ Kathleen F. Feldstein         Director                           November 9, 1995
- ------------------------------
Kathleen F. Feldstein

/s/ Thomas P. Gerrity             Director                           November 9, 1995
- ------------------------------
Thomas P. Gerrity

/s/ Thomas L. Phillips            Director                           November 9, 1995
- ------------------------------
Thomas L. Phillips

/s/ Delbert C. Staley             Director                           November 9, 1995
- ------------------------------
Delbert C. Staley
INDEX TO EXHIBITS

   Exhibit
   Number                          Exhibit
   ------                          -------

Exhibit 4.1     Rights Agreement dated as of December 11, 1989 between the
                Registrant and First Chicago Trust Company of New York, as
                Rights Agent (filed under cover of Form SE as Exhibit 4.1 to the
                Registrant's Current Report on Form 8-K dated December 12, 1989
                and incorporated by reference herein).

Exhibit 5       Opinion of Counsel

Exhibit 23.1    Consent of Counsel (included in Exhibit 5)

Exhibit 23.2    Consent of Coopers & Lybrand L.L.P.

Exhibit 24      Power of Attorney (continued on page 6 of this Registration
                Statement)

Exhibit 99.1    1995 Equity Plan

Exhibit 99.2    1995 Stock Option Plan for Nonemployee Directors