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)


                               Earl L. Mason
              Senior Vice President and Chief Financial Officer
                          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

                                Proposed          
   Title of                     Maximum          Proposed
  Securities         Amount     Offering          Maximum           Amount of  
     to be            to be     Price Per        Aggregate        Registration
  Registered       Registered     Share      Offering Price (2)      Fee (2)
---------------   -----------   ---------   -------------------   -------------
Common Stock,     
$.01 par value    150,000,000      (2)       $4,275,077,980.50    $1,261,148.00
 per share         shares (1)
               

(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) Pursuant to Rule 457(h), the registration fee is computed based on (i) the
    average  exercise  price  of  $28.81  for outstanding options  to purchase
    251,550  shares of  Common Stock and  (ii) with  respect to  the remaining
    149,748,450 shares,  the average of the high and low prices of  the Common
    Stock reported  on the  New York Stock Exchange Composite Transaction Tape
    on June 8, 1998 of $28.50 per share.

<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 Report on Form 10-Q for the quarter ended March 31, 
     1998;

3.   Compaq's Current Reports on Form 8-K dated January 21, 1998, January 25,
     1998 (2), March 6, 1998, April 15, 1998, June 3, 1998 and June 11, 1998;
     and

4.   The description of the 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
          Attention:  Investor Relations


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 1998 Stock Option
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 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.


<PAGE>
Item 8.  Exhibits

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

4.1     Compaq Computer Corporation 1998 Stock Option 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 Price Waterhouse 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.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the Securities Act of 1933, each filing of
Registrant's  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  11th  day  of  June,  1998.

                                            COMPAQ  COMPUTER  CORPORATION


                                            By: /s/  J.  David  Cabello
                                            ----------------------------- 
                                            J. David Cabello, Senior Vice
                                            President and 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  J.  David  Cabello, 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 any 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  Compaq  Computer Corporation 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    June 11, 1998
--------------------        and Director (principal executive
(Eckhard  Pfeiffer)         officer)


/s/ Earl L.Mason            Senior Vice President and Chief       June 11, 1998
-------------------         Financial Officer (principal
 (Earl L. Mason)            financial and accounting officer)


/s/ Benjamin M. Rosen       Chairman of the Board of Directors    June 11, 1998
---------------------
(Benjamin M. Rosen)


/s/ Lawrence T. Babbio      Director                              June 11, 1998
----------------------
(Lawrence T. Babbio)


/s/ Robert Ted Enloe III    Director                              June 11, 1998
------------------------
(Robert Ted Enloe, III)


/s/ George H. Heilmeier     Director                              June 11, 1998
-----------------------
(George H. Heilmeier)


/s/ Peter N. Larson         Director                              June 11, 1998
-------------------
(Peter N. Larson)


/s/ Kenneth L. Lay          Director                              June 11, 1998
------------------
(Kenneth L. Lay)


/s/ Thomas J. Perkins       Director                              June 11, 1998
---------------------
(Thomas J. Perkins)


/s/ Kenneth Roman           Director                              June 11, 1998
-----------------
(Kenneth Roman)


/s/ Lucille S. Salhany      Director                              June 11, 1998
----------------------
(Lucille S. Salhany)


/s/ Frank P. Doyle          Director                              June 12, 1998
------------------
(Frank P. Doyle)



<PAGE>


                                 EXHIBIT INDEX

Exhibit
-------

4.1     Compaq Computer Corporation 1998 Stock Option 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 Price Waterhouse 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)

              Compaq Computer Corporation 1998 Stock Option Plan
                           (Full Title of the Plan)

                               Earl L. Mason
              Senior Vice President and Chief Financial Officer
                          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

                                Proposed          
   Title of                     Maximum          Proposed
  Securities         Amount     Offering          Maximum           Amount of  
     to be            to be     Price Per        Aggregate        Registration
  Registered       Registered     Share      Offering Price (2)      Fee (2)
---------------   -----------   ---------   -------------------   -------------
Common Stock,     
$.01 par value    150,000,000      (2)       $4,275,077,980.50    $1,261,148.00
 per share         shares (1)
               

(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) Pursuant to Rule 457(h), the registration fee is computed based on (i) the
    average  exercise  price  of  $28.81  for outstanding options  to purchase
    251,550  shares of  Common Stock and  (ii) with  respect to  the remaining
    149,748,450 shares,  the average of the high and low prices of  the Common
    Stock reported  on the  New York Stock Exchange Composite Transaction Tape
    on June 8, 1998 of $28.50 per share.
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 Report on Form 10-Q for the quarter ended March 31, 
     1998;

3.   Compaq's Current Reports on Form 8-K dated January 21, 1998, January 25,
     1998 (2), March 6, 1998, April 15, 1998, June 3, 1998 and June 11, 1998;
     and

4.   The description of the 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
          Attention:  Investor Relations

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 1998 Stock Option
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 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     Compaq Computer Corporation 1998 Stock Option 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 Price Waterhouse 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.

     The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any  liability  under  the Securities Act of 1933, each filing of
Registrant's  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  11th  day  of  June,  1998.

                                            COMPAQ  COMPUTER  CORPORATION

                                            By: /s/  J.  David  Cabello
                                            ----------------------------- 
                                            J. David Cabello, Senior Vice
                                            President and 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  J.  David  Cabello, 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 any 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  Compaq  Computer Corporation 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    June 11, 1998
--------------------        and Director (principal executive
(Eckhard  Pfeiffer)         officer)

/s/ Earl L.Mason            Senior Vice President and Chief       June 11, 1998
-------------------         Financial Officer (principal
 (Earl L. Mason)            financial and accounting officer)

/s/ Benjamin M. Rosen       Chairman of the Board of Directors    June 11, 1998
---------------------
(Benjamin M. Rosen)

/s/ Lawrence T. Babbio      Director                              June 11, 1998
----------------------
(Lawrence T. Babbio)

/s/ Robert Ted Enloe III    Director                              June 11, 1998
------------------------
(Robert Ted Enloe, III)

/s/ George H. Heilmeier     Director                              June 11, 1998
-----------------------
(George H. Heilmeier)

/s/ Peter N. Larson         Director                              June 11, 1998
-------------------
(Peter N. Larson)

/s/ Kenneth L. Lay          Director                              June 11, 1998
------------------
(Kenneth L. Lay)

/s/ Thomas J. Perkins       Director                              June 11, 1998
---------------------
(Thomas J. Perkins)

/s/ Kenneth Roman           Director                              June 11, 1998
-----------------
(Kenneth Roman)

/s/ Lucille S. Salhany      Director                              June 11, 1998
----------------------
(Lucille S. Salhany)

/s/ Frank P. Doyle          Director                              June 12, 1998
------------------
(Frank P. Doyle)
EXHIBIT INDEX

Exhibit
-------

4.1     Compaq Computer Corporation 1998 Stock Option 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 Price Waterhouse LLP, Independent Accountants.

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