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)



          Digital Equipment Corporation Savings and Investment Plan
                  Compaq Computer Corporation Investment Plan
                           (Full Title of the Plans)


                               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                     Proposed       Proposed
   Securities      Amount        Maximum        Maximum
      To be        to be     Offering Price     Aggregate         Amount of
 Registered (1)  Registered     Per Share    Offering  Price  Registration Fee
 --------------  ----------  --------------  ---------------  ----------------
 Compaq Common   7,260,000        100%       $238,445,625.00     $70,505.00
    Stock          shares                    


(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low prices of the
Common Stock reported in the New York Stock Exchange consolidated reporting
system on  September 24, 1998.


<PAGE>
Part II

Information Required in the Registration Statement


Item 3.  Incorporation of Documents By Reference

     The following documents have been previously filed with the SEC and are
incorporated by reference into this Registration Statement:

1.  Compaq's Annual Report on Form 10-K for the year ended December 31, 1997;

2. Compaq's Quarterly Reports on Form 10-Q for the quarters ended March 31, 
    1998 and June 30, 1998;

3. Compaq's Current Reports on Form 8-K dated January 21, 1998, January 25,
    1998, March 6, 1998, April 15, 1998, May 6, 1998; June 3, 1998, June 11,
    1998, July 15, 1998, August 14, 1998 and August 21, 1998; and

4. The  description  of  Compaq's  common  stock  contained  in  Compaq's 
    Registration  Statement  on  Form  8-A.

     Compaq  is  also  incorporating by reference additional documents that we
may  file  with  the  SEC  between  the  date  of the Prospectus to which this
Registration  Statement relates and the date of the filing of a post-effective
amendment  which indicates that all securities offered have been sold or which
deregisters  all  securities  then  remaining  unsold.

     Copies  of  the documents incorporated by reference above may be obtained
from  Compaq  without charge, except the exhibits (unless we have specifically
incorporated  by  reference  an  exhibit  in  this Prospectus), by writing to:

          Compaq Computer Corporation
          20555 SH 249
          Houston, Texas 77070
          Telephone:  (800) 433-2391
          Outside the Continental U.S. and Canada: (281) 514-9549
          Attention:    Investor Relations


Item 4.  Description  of  Securities

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


<PAGE>
Item 5.  Interests of Named Experts and Counsel.

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

Item 6.  Indemnification of Directors and Officers.

     Exculpation.    Section 102(b)(7) of the Delaware General Corporation Law
(the  "DGCL")   permits  a  corporation  to  include  in  its  certificate  of
incorporation  a provision eliminating or limiting the personal liability of a
director  to  the  corporation  or  its  stockholders for monetary damages for
breach  of  fiduciary duty as a director, provided that such provision may not
eliminate  or  limit  the  liability  of  a  director  for  any  breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions  not  in  good  faith  or  which involve intentional misconduct or a
knowing  violation  of law, for any unlawful payment of dividends, or unlawful
stock  purchase  or redemption, or for any transaction from which the director
derived  an  improper  personal  benefit.

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

     Indemnification.    Section  145  of  the  DGCL  permits a corporation to
indemnify  any  of  its  directors  or  officers  who  was or is a party or is
threatened  to  be made a party to any third party proceeding by reason of the
fact  that  such  person  is  or was a director or officer of the corporation,
against  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, if such person acted in good
faith  and in a manner such person 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 that such person's
conduct was unlawful.  In a derivative action, i.e., one by or in the right of
a  corporation, the corporation is permitted to indemnify any of its directors
or  officers  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  such  person  in  connection  with  the  defense  or
settlement  of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed to be in or not opposed to the best
interests  of the corporation, except that no indemnification shall be made if
such  person  shall  have  been adjudged liable to the corporation, unless and
only  to  the  extent  that the court in which such action or suit was brought
shall  determine  upon  application  that such person is fairly and reasonably
entitled  to  indemnity  for  such  expenses  despite  such  adjudication  of
liability.

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

     Insurance.    Compaq  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  ERISA.


Item 8.  Exhibits

Exhibit No.
-----------

4.1     Digital Equipment Corporation Savings and Investment Plan

4.2     Compaq Computer Corporation Investment Plan

5.1 Opinion of Linda S. Auwers, Vice President and Associate General
        Counsel  of  the  Company,  as to the legality of the securities 
        being  registered.

23.1 Consent of Linda S. Auwers, Vice President and Associate General
        Counsel  of  the  Company,  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.

Item 9.  Undertakings.

     Compaq 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 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;  and

          (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.

     Compaq  hereby undertakes that, for purposes of determining any liability
under  the  Securities Act of 1933, each filing of it annual  report  pursuant
to  Section 13(a) or 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.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant  pursuant  to  the  provisions  described  in  Item  15  above,  or
otherwise,  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
Registrant  of expenses incurred or paid by a director, officer or controlling
person  of  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, 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>
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
this 30th day of September, 1998.

                                             COMPAQ COMPUTER CORPORATION


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

<PAGE>
                       SIGNATURES AND POWER OF ATTORNEY

     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 Digital Equipment Corporation's Savings and Investment
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        September 30, 1998
--------------------      Officer and Director (principal   
(Eckhard  Pfeiffer)       executive officer)


/s/ Earl L. Mason         Senior Vice President and         September 30, 1998
-----------------         Chief Financial Officer 
 (Earl L. Mason)          (principal financial and
                          accounting officer)


/s/ Benjamin M. Rosen     Chairman of the Board of          September 30, 1998
---------------------     Directors
(Benjamin M. Rosen)


/s/ Lawrence T. Babbio    Director                          September 30, 1998
----------------------
(Lawrence T. Babbio)


/s/ Frank P. Doyle        Director                          September 30, 1998
------------------
(Frank P. Doyle)


/s/ Robert Ted Enloe III  Director                          September 30, 1998
------------------------
(Robert Ted Enloe, III)


/s/ George H. Heilmeier   Director                          September 30, 1998
-----------------------
(George H. Heilmeier)


/s/ Peter N. Larson       Director                          September 30, 1998
-------------------
(Peter N. Larson)


/s/ Kenneth L. Lay        Director                          September 30, 1998
------------------
(Kenneth L. Lay)


/s/ Thomas J. Perkins     Director                          September 30, 1998
---------------------
(Thomas J. Perkins)


/s/ Kenneth Roman         Director                          September 30, 1998
-----------------
(Kenneth Roman)


/s/ Lucille S. Salhany    Director                         September 30, 1998
----------------------
(Lucille S. Salhany)




<PAGE>


                                 EXHIBIT INDEX

Exhibit
-------

4.1     Digital Equipment Corporation Savings and Investment Plan.

4.2     Compaq Computer Corporation Investment Plan.

5.1 Opinion of Linda S. Auwers, Vice President and Associate 
        General Counsel of the Company, as to the legality of the
        securities being registered.

23.1 Consent of Linda S. Auwers, Vice President and Associate
        General Counsel of the Company, 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.
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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)

          Digital Equipment Corporation Savings and Investment Plan
                  Compaq Computer Corporation Investment Plan
                           (Full Title of the Plans)

                               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                     Proposed       Proposed
   Securities      Amount        Maximum        Maximum
      To be        to be     Offering Price     Aggregate         Amount of
 Registered (1)  Registered     Per Share    Offering  Price  Registration Fee
 --------------  ----------  --------------  ---------------  ----------------
 Compaq Common   7,260,000        100%       $238,445,625.00     $70,505.00
    Stock          shares                    

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 based upon the average of the high and low prices of the
Common Stock reported in the New York Stock Exchange consolidated reporting
system on  September 24, 1998.
Part II

Information Required in the Registration Statement

Item 3.  Incorporation of Documents By Reference

     The following documents have been previously filed with the SEC and are
incorporated by reference into this Registration Statement:

1.  Compaq's Annual Report on Form 10-K for the year ended December 31, 1997;

2. Compaq's Quarterly Reports on Form 10-Q for the quarters ended March 31, 
    1998 and June 30, 1998;

3. Compaq's Current Reports on Form 8-K dated January 21, 1998, January 25,
    1998, March 6, 1998, April 15, 1998, May 6, 1998; June 3, 1998, June 11,
    1998, July 15, 1998, August 14, 1998 and August 21, 1998; and

4. The  description  of  Compaq's  common  stock  contained  in  Compaq's 
    Registration  Statement  on  Form  8-A.

     Compaq  is  also  incorporating by reference additional documents that we
may  file  with  the  SEC  between  the  date  of the Prospectus to which this
Registration  Statement relates and the date of the filing of a post-effective
amendment  which indicates that all securities offered have been sold or which
deregisters  all  securities  then  remaining  unsold.

     Copies  of  the documents incorporated by reference above may be obtained
from  Compaq  without charge, except the exhibits (unless we have specifically
incorporated  by  reference  an  exhibit  in  this Prospectus), by writing to:

          Compaq Computer Corporation
          20555 SH 249
          Houston, Texas 77070
          Telephone:  (800) 433-2391
          Outside the Continental U.S. and Canada: (281) 514-9549
          Attention:    Investor Relations

Item 4.  Description  of  Securities

     The  securities registered hereby 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 by this Prospectus has been
passed  upon  for  Compaq  by  Linda  S.  Auwers, Vice President and Associate
General  Counsel  of Compaq.  Ms. Auwers has options to purchase Compaq common
stock,  owns  shares  of  Compaq  common stock as a participant in an employee
benefit plan, and is eligible to participate in Compaq's Deferred Compensation
and  Supplemental  Savings  Plan.

Item 6.  Indemnification of Directors and Officers.

     Exculpation.    Section 102(b)(7) of the Delaware General Corporation Law
(the  "DGCL")   permits  a  corporation  to  include  in  its  certificate  of
incorporation  a provision eliminating or limiting the personal liability of a
director  to  the  corporation  or  its  stockholders for monetary damages for
breach  of  fiduciary duty as a director, provided that such provision may not
eliminate  or  limit  the  liability  of  a  director  for  any  breach of the
director's duty of loyalty to the corporation or its stockholders, for acts or
omissions  not  in  good  faith  or  which involve intentional misconduct or a
knowing  violation  of law, for any unlawful payment of dividends, or unlawful
stock  purchase  or redemption, or for any transaction from which the director
derived  an  improper  personal  benefit.

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

     Indemnification.    Section  145  of  the  DGCL  permits a corporation to
indemnify  any  of  its  directors  or  officers  who  was or is a party or is
threatened  to  be made a party to any third party proceeding by reason of the
fact  that  such  person  is  or was a director or officer of the corporation,
against  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, if such person acted in good
faith  and in a manner such person 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 that such person's
conduct was unlawful.  In a derivative action, i.e., one by or in the right of
a  corporation, the corporation is permitted to indemnify any of its directors
or  officers  against  expenses  (including  attorneys'  fees)  actually  and
reasonably  incurred  by  such  person  in  connection  with  the  defense  or
settlement  of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed to be in or not opposed to the best
interests  of the corporation, except that no indemnification shall be made if
such  person  shall  have  been adjudged liable to the corporation, unless and
only  to  the  extent  that the court in which such action or suit was brought
shall  determine  upon  application  that such person is fairly and reasonably
entitled  to  indemnity  for  such  expenses  despite  such  adjudication  of
liability.

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

     Insurance.    Compaq  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  ERISA.

Item 8.  Exhibits

Exhibit No.
-----------

4.1     Digital Equipment Corporation Savings and Investment Plan

4.2     Compaq Computer Corporation Investment Plan

5.1 Opinion of Linda S. Auwers, Vice President and Associate General
        Counsel  of  the  Company,  as to the legality of the securities 
        being  registered.

23.1 Consent of Linda S. Auwers, Vice President and Associate General
        Counsel  of  the  Company,  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.

Item 9.  Undertakings.

     Compaq 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 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;  and

          (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.

     Compaq  hereby undertakes that, for purposes of determining any liability
under  the  Securities Act of 1933, each filing of it annual  report  pursuant
to  Section 13(a) or 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.

     Insofar  as  indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant  pursuant  to  the  provisions  described  in  Item  15  above,  or
otherwise,  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
Registrant  of expenses incurred or paid by a director, officer or controlling
person  of  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, 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.
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
this 30th day of September, 1998.

                                             COMPAQ COMPUTER CORPORATION

                                           By:   /s/ Linda S. Auwers
                                               -------------------------
                                               Linda S. Auwers
                                               Vice President and 
                                               Associate General Counsel
SIGNATURES AND POWER OF ATTORNEY

     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 Digital Equipment Corporation's Savings and Investment
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        September 30, 1998
--------------------      Officer and Director (principal   
(Eckhard  Pfeiffer)       executive officer)

/s/ Earl L. Mason         Senior Vice President and         September 30, 1998
-----------------         Chief Financial Officer 
 (Earl L. Mason)          (principal financial and
                          accounting officer)

/s/ Benjamin M. Rosen     Chairman of the Board of          September 30, 1998
---------------------     Directors
(Benjamin M. Rosen)

/s/ Lawrence T. Babbio    Director                          September 30, 1998
----------------------
(Lawrence T. Babbio)

/s/ Frank P. Doyle        Director                          September 30, 1998
------------------
(Frank P. Doyle)

/s/ Robert Ted Enloe III  Director                          September 30, 1998
------------------------
(Robert Ted Enloe, III)

/s/ George H. Heilmeier   Director                          September 30, 1998
-----------------------
(George H. Heilmeier)

/s/ Peter N. Larson       Director                          September 30, 1998
-------------------
(Peter N. Larson)

/s/ Kenneth L. Lay        Director                          September 30, 1998
------------------
(Kenneth L. Lay)

/s/ Thomas J. Perkins     Director                          September 30, 1998
---------------------
(Thomas J. Perkins)

/s/ Kenneth Roman         Director                          September 30, 1998
-----------------
(Kenneth Roman)

/s/ Lucille S. Salhany    Director                         September 30, 1998
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(Lucille S. Salhany)
EXHIBIT INDEX

Exhibit
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4.1     Digital Equipment Corporation Savings and Investment Plan.

4.2     Compaq Computer Corporation Investment Plan.

5.1 Opinion of Linda S. Auwers, Vice President and Associate 
        General Counsel of the Company, as to the legality of the
        securities being registered.

23.1 Consent of Linda S. Auwers, Vice President and Associate
        General Counsel of the Company, 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.