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          (IRS Employer
             of                              
      incorporation or             Identification No.)
        organization)                        
                                             
       20555 S.H. 249                        
       Houston, Texas                     77070
    (Address of Principal               (Zip Code)
     Executive Offices)
              
                                             
                    ___________________________
                  Compaq Computer Corporation
                  1995 Equity Incentive Plan
                   (Full Title of the Plan)
                  __________________________
                               
                        Wilson D. Fargo
      Senior Vice President, General Counsel & Secretary
                  Compaq Computer Corporation
                        20555 S.H. 249
                     Houston, Texas 77070
            (Name and address of agent for service)
                  __________________________
                        (713) 370-0670
 (Telephone Number, Including Area Code, of Agent for Service)
===========================================================================

                  CALCULATION OF REGISTRATION FEE

Title of                       Proposed       Proposed Maximum
Securities     Amount          Maximum        Aggregate Offering Amount of
to be          to be           Offering       Price Price(2)    Registration
Registered     Registered      Per Share(2)                      Fee
---------------------------------------------------------------------------
Common Stock,  13,000,000(1)  $50.50    $    656,500,000        $226,379.31
$.01 par       shares
value
===========================================================================

(1)     Plus such indeterminable number of additional shares
   as may be issued as a result of an adjustment in the
   shares in the event of a stock split, stock dividend, or
   similar capital adjustment, as required by the plan.

(2)    Estimated solely for purposes of calculating the
   registration fee in accordance with Rule 457(c) and (h)
   using the average of the high and low priced reported on
   the New York Stock Exchange transactions tape on
   September 6, 1995.

                               
                            PART II
                               
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                               

Item 3.     Incorporation of Documents by Reference.

     The following documents which have been filed by Compaq
Computer Corporation (the "Company" or the "Registrant") with
the Securities and Exchange Commission are incorporated herein
by reference:

     1.   The Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1994;

     2.        The Registrant's Quarterly Report on Form 10-Q
filed pursuant to Section 13 of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 1995;

     3.   The Registrant's Quarterly Report on Form 10-Q filed
pursuant to Section 13 of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 1995; and

     4.   The description of the Registrant's common stock
contained in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission pursuant to
Section 12 of the Securities Exchange Act of 1934.

     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.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director or
officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The
indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding, provided that he acted in good
faith and in a manner he 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 his conduct was unlawful.  A
Delaware corporation may indemnify directors, officers,
employees and others in an action by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the
corporation.  Where a director or officer is successful on the
merits or otherwise in the defense of any action referred to
above or in the defense of any claim, issue or matter therein,
the corporation must indemnify such director or officer
against the expenses (including attorneys' fees) which he or
she actually and reasonably incurred in connection therewith.

     Article VI of the By-Laws of the Company provides for
indemnification of the directors and officers of the Company
to the fullest extent permitted by law.  Section 6.4 of the By-
Laws provides that expenses incurred by a director or officer
in defending a suit or other similar proceeding shall be paid
by the Company upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it is
ultimately determined that such director or officer is not
entitled to be indemnified by the Company.

     In addition, Article 6 of the Company's Restated
Certificate of Incorporation (the "Charter") contains a
provision that limits the liability of the Company's directors
to the fullest extent permitted by the Delaware General
Corporation Law.  The provision eliminates the personal
liability of directors to the Company or its stockholders for
monetary damages for breach of the director's fiduciary duty
as a director.  As a result, stockholders may be unable to
recover monetary damages against directors for negligent or
grossly negligent acts or omissions in violation of their duty
of care.  The provision does not change the liability of a
director for breach of his duty of loyalty to the Company or
to stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, for the declaration or payment of dividends in violation
of Delaware law, or in respect to any transaction from which a
director receives an improper personal benefit.

     In addition to its Charter and By-Laws provisions, the
Company has taken such other steps as are reasonably necessary
to effect its indemnification policy.  Included among such
other steps is liability insurance provided by the Company for
its directors and officers for certain losses arising from
claims or charges made against them in their capacities as
directors or officers of the Company.  The Company has also
entered into indemnification agreements with individual
officers and directors.  These agreements generally provide
such officers and directors with a contractual right to
indemnification to the full extent provided by applicable law
and the By-Laws of the Company as in effect at the respective
dates of such agreements.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

5.1  Opinion of Davis Polk & Wardwell, special counsel to the
Company, as to the  legality of the securities being
registered.

23.1 Consent of Davis Polk & Wardwell, special counsel to the
Company, is included     in the opinion filed as Exhibit 5.1
to this Registration Statement.

23.2 Consent of Price Waterhouse LLP, Independent Accountants.

24.1 Power of Attorney is included on the signature page of
this Registration   Statement.

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 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;

          (2)  That, for the purposes 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; and

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered
with 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 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of any
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.
                SIGNATURE 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, State of Texas, on the
11th day of September, 1995.



                     COMPAQ COMPUTER CORPORATION


                     By:  /s/ Daryl J. White
                     Daryl J. White, Senior Vice President,
                     Finance, and Chief Financial Officer

                               
                               
                       POWER OF ATTORNEY

     We, the undersigned officers and directors of Compaq
Computer Corporation, do hereby constitute and appoint
Eckhard Pfeiffer, Daryl J. White and Wilson D. Fargo, 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 this Registration Statement, including
specifically, but without limitation, power and authority to
sign for us or any of us, in our names in the capacities
indicated below, 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.

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

Signature             Title                                Date             
-----------------------------------------------------------------------------
/s/ Eckhard Pfeiffer  President,Chief Executive Officer    September 11, 1995
(Eckhard Pfeiffer)    and Director 
                      (principal executive officer)

/s/ Daryl J. White    Senior Vice President, Finance and   September 11, 1995
 (Daryl J. White)     Chief Financial Officer (principal
                      financial and accounting officer)

/s/ Benjamin M. Rosen Chairman of the Board of Directors   September 11, 1995
(Benjamin M. Rosen)

/s/ Robert Ted Enloe, III     Director                     September 11, 1995
(Robert Ted Enloe, III)

/s/ George H. Heilmeier       Director                     September 11, 1995
(George H. Heilmeier)

s/s George E.R. Kinnear II    Director                     September 11, 1995
(George E.R. Kinnear II)

/s/ Peter N. Larson           Director                     September 11, 1995
(Peter N. Larson)

/s/ Kenneth L. Lay            Director                     September 11, 1995
(Kenneth L. Lay)

/s/ Kenneth Roman             Director                     September  5, 1995
(Kenneth Roman)
                               
                           EXHIBIT INDEX
                               
Exhibit                                           


5.1  Opinion of Davis Polk & Wardwell, special counsel
     to the Company, as to the legality of the securities
     being registered.

23.1 Consent of Davis Polk & Wardwell, special counsel
     to the Company, is included in the opinion filed as
     Exhibit 5.1 to this Registration Statement.

23.2 Consent of Price Waterhouse LLP, Independent
     Accountants.

24.1 Power of Attorney is included on the signature page
     of this Registration Statement.
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{"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": "033-62603", "film-number": "95573508"}, "business-address": {"street1": "20555 S H 249", "city": "HOUSTON", "state": "TX", "zip": "77070", "phone": "7133700670"}, "mail-address": {"street1": "POST OFFICE BOX 692000 MS 110701", "street2": "POST OFFICE BOX 692000 MS 110701", "city": "HOUSTON", "state": "TX", "zip": "77269-2000"}}
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          (IRS Employer
             of                              
      incorporation or             Identification No.)
        organization)                        
                                             
       20555 S.H. 249                        
       Houston, Texas                     77070
    (Address of Principal               (Zip Code)
     Executive Offices)
              
                                             
                    ___________________________
                  Compaq Computer Corporation
                  1995 Equity Incentive Plan
                   (Full Title of the Plan)
                  __________________________
                               
                        Wilson D. Fargo
      Senior Vice President, General Counsel & Secretary
                  Compaq Computer Corporation
                        20555 S.H. 249
                     Houston, Texas 77070
            (Name and address of agent for service)
                  __________________________
                        (713) 370-0670
 (Telephone Number, Including Area Code, of Agent for Service)
===========================================================================

                  CALCULATION OF REGISTRATION FEE

Title of                       Proposed       Proposed Maximum
Securities     Amount          Maximum        Aggregate Offering Amount of
to be          to be           Offering       Price Price(2)    Registration
Registered     Registered      Per Share(2)                      Fee
---------------------------------------------------------------------------
Common Stock,  13,000,000(1)  $50.50    $    656,500,000        $226,379.31
$.01 par       shares
value
===========================================================================

(1)     Plus such indeterminable number of additional shares
   as may be issued as a result of an adjustment in the
   shares in the event of a stock split, stock dividend, or
   similar capital adjustment, as required by the plan.

(2)    Estimated solely for purposes of calculating the
   registration fee in accordance with Rule 457(c) and (h)
   using the average of the high and low priced reported on
   the New York Stock Exchange transactions tape on
   September 6, 1995.

                               
                            PART II
                               
      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                               

Item 3.     Incorporation of Documents by Reference.

     The following documents which have been filed by Compaq
Computer Corporation (the "Company" or the "Registrant") with
the Securities and Exchange Commission are incorporated herein
by reference:

     1.   The Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1994;

     2.        The Registrant's Quarterly Report on Form 10-Q
filed pursuant to Section 13 of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 1995;

     3.   The Registrant's Quarterly Report on Form 10-Q filed
pursuant to Section 13 of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 1995; and

     4.   The description of the Registrant's common stock
contained in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission pursuant to
Section 12 of the Securities Exchange Act of 1934.

     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.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation)
by reason of the fact that such person is or was a director or
officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The
indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding, provided that he acted in good
faith and in a manner he 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 his conduct was unlawful.  A
Delaware corporation may indemnify directors, officers,
employees and others in an action by or in the right of the
corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the
person to be indemnified has been adjudged to be liable to the
corporation.  Where a director or officer is successful on the
merits or otherwise in the defense of any action referred to
above or in the defense of any claim, issue or matter therein,
the corporation must indemnify such director or officer
against the expenses (including attorneys' fees) which he or
she actually and reasonably incurred in connection therewith.

     Article VI of the By-Laws of the Company provides for
indemnification of the directors and officers of the Company
to the fullest extent permitted by law.  Section 6.4 of the By-
Laws provides that expenses incurred by a director or officer
in defending a suit or other similar proceeding shall be paid
by the Company upon receipt of an undertaking by or on behalf
of the director or officer to repay such amount if it is
ultimately determined that such director or officer is not
entitled to be indemnified by the Company.

     In addition, Article 6 of the Company's Restated
Certificate of Incorporation (the "Charter") contains a
provision that limits the liability of the Company's directors
to the fullest extent permitted by the Delaware General
Corporation Law.  The provision eliminates the personal
liability of directors to the Company or its stockholders for
monetary damages for breach of the director's fiduciary duty
as a director.  As a result, stockholders may be unable to
recover monetary damages against directors for negligent or
grossly negligent acts or omissions in violation of their duty
of care.  The provision does not change the liability of a
director for breach of his duty of loyalty to the Company or
to stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, for the declaration or payment of dividends in violation
of Delaware law, or in respect to any transaction from which a
director receives an improper personal benefit.

     In addition to its Charter and By-Laws provisions, the
Company has taken such other steps as are reasonably necessary
to effect its indemnification policy.  Included among such
other steps is liability insurance provided by the Company for
its directors and officers for certain losses arising from
claims or charges made against them in their capacities as
directors or officers of the Company.  The Company has also
entered into indemnification agreements with individual
officers and directors.  These agreements generally provide
such officers and directors with a contractual right to
indemnification to the full extent provided by applicable law
and the By-Laws of the Company as in effect at the respective
dates of such agreements.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

5.1  Opinion of Davis Polk & Wardwell, special counsel to the
Company, as to the  legality of the securities being
registered.

23.1 Consent of Davis Polk & Wardwell, special counsel to the
Company, is included     in the opinion filed as Exhibit 5.1
to this Registration Statement.

23.2 Consent of Price Waterhouse LLP, Independent Accountants.

24.1 Power of Attorney is included on the signature page of
this Registration   Statement.

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 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;

          (2)  That, for the purposes 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; and

          (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered
with 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 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of any
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.
                SIGNATURE 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, State of Texas, on the
11th day of September, 1995.

                     COMPAQ COMPUTER CORPORATION

                     By:  /s/ Daryl J. White
                     Daryl J. White, Senior Vice President,
                     Finance, and Chief Financial Officer

                               
                               
                       POWER OF ATTORNEY

     We, the undersigned officers and directors of Compaq
Computer Corporation, do hereby constitute and appoint
Eckhard Pfeiffer, Daryl J. White and Wilson D. Fargo, 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 this Registration Statement, including
specifically, but without limitation, power and authority to
sign for us or any of us, in our names in the capacities
indicated below, 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.

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

Signature             Title                                Date             
-----------------------------------------------------------------------------
/s/ Eckhard Pfeiffer  President,Chief Executive Officer    September 11, 1995
(Eckhard Pfeiffer)    and Director 
                      (principal executive officer)

/s/ Daryl J. White    Senior Vice President, Finance and   September 11, 1995
 (Daryl J. White)     Chief Financial Officer (principal
                      financial and accounting officer)

/s/ Benjamin M. Rosen Chairman of the Board of Directors   September 11, 1995
(Benjamin M. Rosen)

/s/ Robert Ted Enloe, III     Director                     September 11, 1995
(Robert Ted Enloe, III)

/s/ George H. Heilmeier       Director                     September 11, 1995
(George H. Heilmeier)

s/s George E.R. Kinnear II    Director                     September 11, 1995
(George E.R. Kinnear II)

/s/ Peter N. Larson           Director                     September 11, 1995
(Peter N. Larson)

/s/ Kenneth L. Lay            Director                     September 11, 1995
(Kenneth L. Lay)

/s/ Kenneth Roman             Director                     September  5, 1995
(Kenneth Roman)
                               
                           EXHIBIT INDEX
                               
Exhibit                                           

5.1  Opinion of Davis Polk & Wardwell, special counsel
     to the Company, as to the legality of the securities
     being registered.

23.1 Consent of Davis Polk & Wardwell, special counsel
     to the Company, is included in the opinion filed as
     Exhibit 5.1 to this Registration Statement.

23.2 Consent of Price Waterhouse LLP, Independent
     Accountants.

24.1 Power of Attorney is included on the signature page
     of this Registration Statement.