SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           COMPAQ COMPUTER CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                DELAWARE                                    76-0011617
     (State  or Other Jurisdiction of                     (IRS Employer
     Incorporation  or Organization)                    Identification No.)

           20555  S.H.  249
            HOUSTON,  TEXAS                                    77070
 (Address of Principal Executive Offices)                   (Zip  Code)


               COMPAQ COMPUTER CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)


                                Thomas C. Siekman
               Senior Vice President, General Counsel & Secretary
                           Compaq Computer Corporation
                                 20555 S.H. 249
                              Houston, Texas 77070
                     (Name and Address of Agent for Service)

                                 (281) 370-0670
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

TITLE OF SECURITIES     AMOUNT TO BE  PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
 TO BE REGISTERED        REGISTERED    OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
                                        PER SHARE (1)        PRICE (1)          FEE (1)
-------------------  ---------------  ----------------  ------------------  ------------
<S>                  <C>              <C>               <C>                 <C>
Compaq Computer          1,385,420    $          15.14  $       20,975,259  $   5,831.12
Corporation Common        shares
Stock, par value
0.01 per share

<FN>

(1)     As  of the date hereof, options to purchase all of the shares registered hereunder under
the 1998 Plan were outstanding at an average exercise price of $15.14 per share.  Compaq assumed
these options in its acquisition of Shopping.com.  The registration fee for the foregoing shares
is  based  upon  the  exercise  price.

The  purpose  of  this  Registration Statement is to register, pursuant to Instruction E to Form
S-8,  1,385,420  additional shares of Common Stock, par value $.01 per share, of Compaq Computer
Corporation  ("Common  Stock")  under the Registrant's 1998 Stock Option Plan.  Shares under the
1998  Plan  were  previously  registered  on  Form S-8 (Registration No. 333-56677) filed by the
Registrant  with  the  Securities  and  Exchange  Commission.    The Registration Statement will
become  effective  upon  filing  in  accordance  with  Rule  462(a)  under  the  Securities Act.
</TABLE>

<PAGE>
PART  II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     Compaq  Computer  Corporation  (the  "Company"  or the "Registrant") hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents:

(a)          The  Company's Annual Report on Form 10-K for the fiscal year ended
             December  31,  1998;

(b)          The  Company's  Current Reports on Form 8-K dated January 11, 1999;
             January  21,  1999;  January  26,  1999; January 27,  1999;  and
             February 16,  1999;March  11,  1999,  and

(c)          The  description  of  the  Company's  Common Stock contained in the
             Company's  Registration  Statement  on  Form  8-A.

(d)          All  documents  subsequently  filed  by  the  Company  pursuant  to
             Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
             of 1934, as amended  (the "Exchange Act"), 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,  will 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.   Statements  contained  in
             this  Registration Statement  or  in  a  document  incorporated  by
             reference  may  be  modified or  superseded  by later statements in
             this   Registration  Statement  or   by  statements  in  subsequent
             documents  incorporated  by  reference,  in  which  case you should
             refer  to  the  later  statement.

ITEM  4.     DESCRIPTION  OF  THE  SECURITIES

     The  securities  being  registered  hereby  are shares of common stock, par
value  $0.01  per  share,  of  Compaq  Computer  Corporation.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     The  legality  of  the  common stock offered in this Registration Statement
will  be  passed  upon for the Registrant by Linda S. Auwers, Vice President and
Associate General Counsel of the Registrant.  Ms. Auwers has options to purchase
Company common stock, owns shares of Company common stock as a participant in an
employee  benefit plan, and is eligible to participate in the Company's Deferred
Compensation  and  Supplemental  Savings  Plan.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Section  145  of the Delaware General Corporation Law (the "DGCL") provides
that  a  corporation  may  indemnify  directors  and  officers  as well as other
employees  and  agents of the corporation against expenses (including attorneys'
fees),  judgments,  fines,  and  amounts  paid  in settlement in connection with
specified  actions,  suits  or  proceedings,  whether  civil,  criminal,
administrative,  or  investigative  (other than action by or in the right of the
corporation-a  "derivative action"), if they acted in good faith and in a manner
they  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 their conduct was unlawful.  A similar standard is
applicable  in  the case of derivative actions, except that indemnification only
extends  to expenses (including attorneys' fees) incurred in connection with the
defense  or  settlement  of  such  action, and the DGCL  requires court approval
before there can be any indemnification where the person seeking indemnification
has  been  found  liable  to  the corporation.  The DGCL provides that it is not
exclusive  of  other  indemnification  that  may  be  granted by a corporation's
charter,  by-laws,  disinterested director vote, stockholder vote, agreement, or
otherwise.

                                      2
<PAGE>
     The  Company's Bylaws provide for indemnification of directors and officers
of  the  Company against liability they may incur in their capacities as such to
the  fullest  extent  permitted  by  the  DGCL.

     The Company has in effect directors' and officers' liability insurance with
a  limit  of  $100 million and fiduciary liability insurance with a limit of $25
million.  The  fiduciary  liability  insurance  covers  actions of directors and
officers  as  well  as other employees with fiduciary responsibilities under the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended.

     Section  102(b)(7)  of  the  DGCL  permits  a corporation to provide in its
certificate  of  incorporation  that  a  director of the corporation will not be
personally  liable  to  the corporation or its stockholders for monetary damages
for  breach  of  fiduciary  duty  as  a  director,  except  for  liability  for:

-     any  breach  of  the  director's duty of loyalty to the corporation or its
      stockholders,

-     acts  or  omissions  not  in  good  faith  or  which  involve  intentional
      misconduct  or  a  knowing  violation  of  law,

-     payment  of unlawful dividends or unlawful stock purchases or redemptions,
      or

-     any  transaction  from  which  the  director  derived an improper personal
      benefit.

     The  Company's  Restated  Certificate  of Incorporation limits the personal
liability of a director of the Company and its stockholders for monetary damages
for  a breach of fiduciary duty as a director to the fullest extent permitted by
the  DGCL.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.  EXHIBITS

     See  Index  to  Exhibits.

ITEM  9.  UNDERTAKINGS

     1.     The  undersigned  Registrant  hereby  undertakes:

     (a)     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;
          (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  of the Registration Statement) which, individually or
in the aggregate, represent a fundamental change in the information set forth in
the  Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if  the  total  dollar  value of
securities  offered  would  not exceed the dollar value that was registered) and
any  deviation  from the low or high end of the estimated maximum offering range
may  be  reflected  in  the  form  of  prospectus  filed with the Securities and
Exchange  Commission  (the  "Commission")  pursuant  to  Rule  424(b) if, in the
aggregate,  the  changes in volume and price represent no more than a 20 percent
change  in the maximum aggregate offering price set forth in the "Calculation of
Registration  Fee"  table  in  the  effective  Registration  Statement;  and

          (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;

                                      3
<PAGE>
     provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and, 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  Exchange  Act  that  are
incorporated  by  reference  in  the  Registration  Statement.

          (b)     That,  for  the purpose of determining any liability under the
Securities  Act,  each  such post-effective amendment will be deemed to be a new
Registration  Statement  relating  to  the  securities  offered  herein, and the
offering  of  such securities at that time will be deemed to be the initial bona
fide  offering  thereof.

          (c)     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.

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

     3.     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  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 Securities 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  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                      4
<PAGE>
                        SIGNATURES AND POWER OF ATTORNEY

     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 Houston, and the State of Texas, on March 16, 1999.

                              COMPAQ  COMPUTER  CORPORATION


                              By:     /s/  Linda  S.  Auwers
                                      ----------------------
                                           Linda  S.  Auwers,  Vice  President
                                           and  Associate  General  Counsel

     We,  the undersigned officers and directors of Compaq Computer Corporation,
do  hereby  constitute and appoint Eckhard Pfeiffer, Earl L. Mason and Thomas C.
Siekman, or any one of them, our true and lawful attorneys and agents, to do any
and  all  acts  and  things  in  our name and on our behalf in our capacities as
directors and officers, and to execute any and all instruments for us and in our
names  in  the  capacities  indicated below, which said attorneys and agents, or
either  one  of them, may deem necessary or advisable to enable said corporation
to  comply  with  the  Securities  Act  of  1933,  as  amended,  and  any rules,
regulations,  and  requirements  of  the  Securities and Exchange Commission, in
connection  with the Company's registration statements on Form S-8 regarding the
Company's  1998  Stock  Option  Plan,  including  specifically,  but  without
limitation, power and authority to sign for us or any of us, in our names in the
capacities  indicated below, such registration statement on Form S-8 and any and
all  amendments  thereto;  and we do each hereby ratify and confirm all that the
said  attorneys  and  agents, or either of them, shall do or cause to be done by
virtue  hereof.  The  following  persons  executed this power of attorney in the
capacities  and  on  the  dates  indicated  below.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  below.

<TABLE>
<CAPTION>
<S>                        <C>                                  <C>
Signature                  Title                                Date
-------------------------  -----------------------------------  --------------

/s/ Eckhard Pfeiffer       President, Chief Executive Officer   March 16, 1999
-------------------------  and Director (principal executive
(Eckhard Pfeiffer)         officer)


/s/ Earl L. Mason          Senior Vice President and            March 16, 1999
-------------------------  Chief Financial Officer (principal
(Earl L. Mason)            financial and accounting officer)


/s/ Benjamin M. Rosen      Chairman of the Board of Directors   March 16, 1999
-------------------------                                                     
(Benjamin M. Rosen)


/s/ Lawrence T. Babbio     Director                             March 16, 1999
-------------------------                                                     
(Lawrence T. Babbio)


/s/ Judith Craven          Director                             March 16, 1999
-------------------------                                                     
(Judith Craven)

                                      5
<PAGE>
/s/ Frank P. Doyle         Director                             March 16, 1999
-------------------------                                                     
(Frank P. Doyle)


/s/ Robert Ted Enloe III   Director                             March 16, 1999
-------------------------                                                     
(Robert Ted Enloe, III)


/s/ George H. Heilmeier    Director                             March 16, 1999
-------------------------                                                     
(George H. Heilmeier)


/s/ Peter N. Larson        Director                             March 16, 1999
-------------------------                                                     
(Peter N. Larson)


/s/ Kenneth L. Lay         Director                             March 16, 1999
-------------------------                                                     
(Kenneth L. Lay)


/s/ Thomas J. Perkins      Director                             March 16, 1999
-------------------------                                                     
(Thomas J. Perkins)


/s/ Kenneth Roman          Director                             March 16, 1999
-------------------------                                                     
(Kenneth Roman)


/s/ Lucille S. Salhany     Director                             March 16, 1999
-------------------------                                                     
(Lucille S. Salhany)
</TABLE>

                                      6
<PAGE>
                                  EXHIBIT INDEX

Exhibit
-------

5.1      Opinion  of  Linda  S. Auwers,  Vice President  and  Associate  General
         Counsel  of  the  Registrant,  regarding  the  legality  of the
         Securities  being  registered.

23.1     Consent  of  Linda  S.  Auwers,  Vice  President  and Associate General
         Counsel  of  the  Registrant, is  included  in  the  opinion  filed  as
         Exhibit  5.1  to  this  Registration  Statement.

23.2     Consent  of  PricewaterhouseCoopers  LLP,  Independent  Accountants.

24.1     Powers  of  Attorney  are  included  on  the  signature  page  of  this
         Registration  Statement.

                                      7
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19046}]
{"company-data": {"conformed-name": "COMPAQ COMPUTER CORP", "cik": "0000714154", "assigned-sic": "3571", "irs-number": "760011617", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74601", "film-number": "99567451"}, "business-address": {"street1": "20555 S H 249", "city": "HOUSTON", "state": "TX", "zip": "77070", "phone": "7133700670"}, "mail-address": {"street1": "20555 S H 249", "city": "HOUSTON", "state": "TX", "zip": "77070"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           COMPAQ COMPUTER CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                DELAWARE                                    76-0011617
     (State  or Other Jurisdiction of                     (IRS Employer
     Incorporation  or Organization)                    Identification No.)

           20555  S.H.  249
            HOUSTON,  TEXAS                                    77070
 (Address of Principal Executive Offices)                   (Zip  Code)

               COMPAQ COMPUTER CORPORATION 1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                Thomas C. Siekman
               Senior Vice President, General Counsel & Secretary
                           Compaq Computer Corporation
                                 20555 S.H. 249
                              Houston, Texas 77070
                     (Name and Address of Agent for Service)

                                 (281) 370-0670
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES     AMOUNT TO BE  PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
 TO BE REGISTERED        REGISTERED    OFFERING PRICE   AGGREGATE OFFERING  REGISTRATION
                                        PER SHARE (1)        PRICE (1)          FEE (1)
-------------------  ---------------  ----------------  ------------------  ------------
Compaq Computer          1,385,420    $          15.14  $       20,975,259  $   5,831.12
Corporation Common        shares
Stock, par value
0.01 per share
(1)     As  of the date hereof, options to purchase all of the shares registered hereunder under
the 1998 Plan were outstanding at an average exercise price of $15.14 per share.  Compaq assumed
these options in its acquisition of Shopping.com.  The registration fee for the foregoing shares
is  based  upon  the  exercise  price.

The  purpose  of  this  Registration Statement is to register, pursuant to Instruction E to Form
S-8,  1,385,420  additional shares of Common Stock, par value $.01 per share, of Compaq Computer
Corporation  ("Common  Stock")  under the Registrant's 1998 Stock Option Plan.  Shares under the
1998  Plan  were  previously  registered  on  Form S-8 (Registration No. 333-56677) filed by the
Registrant  with  the  Securities  and  Exchange  Commission.    The Registration Statement will
become  effective  upon  filing  in  accordance  with  Rule  462(a)  under  the  Securities Act.
PART  II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     Compaq  Computer  Corporation  (the  "Company"  or the "Registrant") hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents:

(a)          The  Company's Annual Report on Form 10-K for the fiscal year ended
             December  31,  1998;

(b)          The  Company's  Current Reports on Form 8-K dated January 11, 1999;
             January  21,  1999;  January  26,  1999; January 27,  1999;  and
             February 16,  1999;March  11,  1999,  and

(c)          The  description  of  the  Company's  Common Stock contained in the
             Company's  Registration  Statement  on  Form  8-A.

(d)          All  documents  subsequently  filed  by  the  Company  pursuant  to
             Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
             of 1934, as amended  (the "Exchange Act"), 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,  will 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.   Statements  contained  in
             this  Registration Statement  or  in  a  document  incorporated  by
             reference  may  be  modified or  superseded  by later statements in
             this   Registration  Statement  or   by  statements  in  subsequent
             documents  incorporated  by  reference,  in  which  case you should
             refer  to  the  later  statement.

ITEM  4.     DESCRIPTION  OF  THE  SECURITIES

     The  securities  being  registered  hereby  are shares of common stock, par
value  $0.01  per  share,  of  Compaq  Computer  Corporation.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL

     The  legality  of  the  common stock offered in this Registration Statement
will  be  passed  upon for the Registrant by Linda S. Auwers, Vice President and
Associate General Counsel of the Registrant.  Ms. Auwers has options to purchase
Company common stock, owns shares of Company common stock as a participant in an
employee  benefit plan, and is eligible to participate in the Company's Deferred
Compensation  and  Supplemental  Savings  Plan.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     Section  145  of the Delaware General Corporation Law (the "DGCL") provides
that  a  corporation  may  indemnify  directors  and  officers  as well as other
employees  and  agents of the corporation against expenses (including attorneys'
fees),  judgments,  fines,  and  amounts  paid  in settlement in connection with
specified  actions,  suits  or  proceedings,  whether  civil,  criminal,
administrative,  or  investigative  (other than action by or in the right of the
corporation-a  "derivative action"), if they acted in good faith and in a manner
they  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 their conduct was unlawful.  A similar standard is
applicable  in  the case of derivative actions, except that indemnification only
extends  to expenses (including attorneys' fees) incurred in connection with the
defense  or  settlement  of  such  action, and the DGCL  requires court approval
before there can be any indemnification where the person seeking indemnification
has  been  found  liable  to  the corporation.  The DGCL provides that it is not
exclusive  of  other  indemnification  that  may  be  granted by a corporation's
charter,  by-laws,  disinterested director vote, stockholder vote, agreement, or
otherwise.

                                      2
The  Company's Bylaws provide for indemnification of directors and officers
of  the  Company against liability they may incur in their capacities as such to
the  fullest  extent  permitted  by  the  DGCL.

     The Company has in effect directors' and officers' liability insurance with
a  limit  of  $100 million and fiduciary liability insurance with a limit of $25
million.  The  fiduciary  liability  insurance  covers  actions of directors and
officers  as  well  as other employees with fiduciary responsibilities under the
Employee  Retirement  Income  Security  Act  of  1974,  as  amended.

     Section  102(b)(7)  of  the  DGCL  permits  a corporation to provide in its
certificate  of  incorporation  that  a  director of the corporation will not be
personally  liable  to  the corporation or its stockholders for monetary damages
for  breach  of  fiduciary  duty  as  a  director,  except  for  liability  for:

-     any  breach  of  the  director's duty of loyalty to the corporation or its
      stockholders,

-     acts  or  omissions  not  in  good  faith  or  which  involve  intentional
      misconduct  or  a  knowing  violation  of  law,

-     payment  of unlawful dividends or unlawful stock purchases or redemptions,
      or

-     any  transaction  from  which  the  director  derived an improper personal
      benefit.

     The  Company's  Restated  Certificate  of Incorporation limits the personal
liability of a director of the Company and its stockholders for monetary damages
for  a breach of fiduciary duty as a director to the fullest extent permitted by
the  DGCL.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.  EXHIBITS

     See  Index  to  Exhibits.

ITEM  9.  UNDERTAKINGS

     1.     The  undersigned  Registrant  hereby  undertakes:

     (a)     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;
          (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  of the Registration Statement) which, individually or
in the aggregate, represent a fundamental change in the information set forth in
the  Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if  the  total  dollar  value of
securities  offered  would  not exceed the dollar value that was registered) and
any  deviation  from the low or high end of the estimated maximum offering range
may  be  reflected  in  the  form  of  prospectus  filed with the Securities and
Exchange  Commission  (the  "Commission")  pursuant  to  Rule  424(b) if, in the
aggregate,  the  changes in volume and price represent no more than a 20 percent
change  in the maximum aggregate offering price set forth in the "Calculation of
Registration  Fee"  table  in  the  effective  Registration  Statement;  and

          (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;

                                      3
provided,  however,  that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and, 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  Exchange  Act  that  are
incorporated  by  reference  in  the  Registration  Statement.

          (b)     That,  for  the purpose of determining any liability under the
Securities  Act,  each  such post-effective amendment will be deemed to be a new
Registration  Statement  relating  to  the  securities  offered  herein, and the
offering  of  such securities at that time will be deemed to be the initial bona
fide  offering  thereof.

          (c)     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.

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

     3.     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  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 Securities 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  Securities Act and will be governed by the final
adjudication  of  such  issue.

                                      4
SIGNATURES AND POWER OF ATTORNEY

     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 Houston, and the State of Texas, on March 16, 1999.

                              COMPAQ  COMPUTER  CORPORATION

                              By:     /s/  Linda  S.  Auwers
                                      ----------------------
                                           Linda  S.  Auwers,  Vice  President
                                           and  Associate  General  Counsel

     We,  the undersigned officers and directors of Compaq Computer Corporation,
do  hereby  constitute and appoint Eckhard Pfeiffer, Earl L. Mason and Thomas C.
Siekman, or any one of them, our true and lawful attorneys and agents, to do any
and  all  acts  and  things  in  our name and on our behalf in our capacities as
directors and officers, and to execute any and all instruments for us and in our
names  in  the  capacities  indicated below, which said attorneys and agents, or
either  one  of them, may deem necessary or advisable to enable said corporation
to  comply  with  the  Securities  Act  of  1933,  as  amended,  and  any rules,
regulations,  and  requirements  of  the  Securities and Exchange Commission, in
connection  with the Company's registration statements on Form S-8 regarding the
Company's  1998  Stock  Option  Plan,  including  specifically,  but  without
limitation, power and authority to sign for us or any of us, in our names in the
capacities  indicated below, such registration statement on Form S-8 and any and
all  amendments  thereto;  and we do each hereby ratify and confirm all that the
said  attorneys  and  agents, or either of them, shall do or cause to be done by
virtue  hereof.  The  following  persons  executed this power of attorney in the
capacities  and  on  the  dates  indicated  below.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated  below.
Signature                  Title                                Date
-------------------------  -----------------------------------  --------------

/s/ Eckhard Pfeiffer       President, Chief Executive Officer   March 16, 1999
-------------------------  and Director (principal executive
(Eckhard Pfeiffer)         officer)

/s/ Earl L. Mason          Senior Vice President and            March 16, 1999
-------------------------  Chief Financial Officer (principal
(Earl L. Mason)            financial and accounting officer)

/s/ Benjamin M. Rosen      Chairman of the Board of Directors   March 16, 1999
-------------------------                                                     
(Benjamin M. Rosen)

/s/ Lawrence T. Babbio     Director                             March 16, 1999
-------------------------                                                     
(Lawrence T. Babbio)

/s/ Judith Craven          Director                             March 16, 1999
-------------------------                                                     
(Judith Craven)

                                      5
/s/ Frank P. Doyle         Director                             March 16, 1999
-------------------------                                                     
(Frank P. Doyle)

/s/ Robert Ted Enloe III   Director                             March 16, 1999
-------------------------                                                     
(Robert Ted Enloe, III)

/s/ George H. Heilmeier    Director                             March 16, 1999
-------------------------                                                     
(George H. Heilmeier)

/s/ Peter N. Larson        Director                             March 16, 1999
-------------------------                                                     
(Peter N. Larson)

/s/ Kenneth L. Lay         Director                             March 16, 1999
-------------------------                                                     
(Kenneth L. Lay)

/s/ Thomas J. Perkins      Director                             March 16, 1999
-------------------------                                                     
(Thomas J. Perkins)

/s/ Kenneth Roman          Director                             March 16, 1999
-------------------------                                                     
(Kenneth Roman)

/s/ Lucille S. Salhany     Director                             March 16, 1999
-------------------------                                                     
(Lucille S. Salhany)
6
EXHIBIT INDEX

Exhibit
-------

5.1      Opinion  of  Linda  S. Auwers,  Vice President  and  Associate  General
         Counsel  of  the  Registrant,  regarding  the  legality  of the
         Securities  being  registered.

23.1     Consent  of  Linda  S.  Auwers,  Vice  President  and Associate General
         Counsel  of  the  Registrant, is  included  in  the  opinion  filed  as
         Exhibit  5.1  to  this  Registration  Statement.

23.2     Consent  of  PricewaterhouseCoopers  LLP,  Independent  Accountants.

24.1     Powers  of  Attorney  are  included  on  the  signature  page  of  this
         Registration  Statement.

                                      7