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
                          1989 Equity Incentive Plan
                          (Full Titles of the Plans)
                          ___________________________

                               J. David Cabello
              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     Registered     Per Share      Offering Price   Registration Fee
_____________  __________   ______________   ______________   ________________

Common Stock,   606,522                                         
$0.01 par       shares(1)      $111.50      $67,627,203.00      $20,493.092(2)
  value     
_____________  __________   ______________   ______________   ________________
    


(1)   Plus such indeterminate 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  stock option 
plans.  Not adjusted for the 5-2 stock split announced July 1,1997 to be given
effect on July 29, 1997.
(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
prices  reported  on   the  New  York  Stock  Exchange  transactions  tape  on  
July 7, 1997.



<PAGE>
The  purpose  of  this  Registration  Statement  is  to  increase, pursuant to
Instruction  E to Form S-8, the number of shares authorized for issuance under
the  Registrant's  1989 Equity Incentive Plan (the "Plan").  Shares authorized
for  issuance   under  the  Plan   were  previously  registered  on  Form  S-8
(Registration  No.  33-31819)  filed by the Registrant with the Securities and
Exchange  Commission.    The provisions of  such previously filed Registration
Statement  are  incorporated  by  reference.

<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  July,  1997.

                              COMPAQ  COMPUTER  CORPORATION


                              By:    /s/  Eckhard  Pfeiffer
                                     ----------------------
                                     Eckhard  Pfeiffer,  
                                     President  and  Chief  
                                     Executive  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
Registration  Statement  has been signed below by the following persons in the
capacities  indicated  on  the  11th  day  of  July,  1997.

     Signature                                         Title
     ---------                                         -----


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


          *                             Senior Vice President and Chief
--------------------                    Financial Officer (principal financial  
(Earl  L. Mason)                        and accounting  officer)


          *                             Chairman of the Board of Directors
--------------------
(Benjamin  M.  Rosen)


          *                             Director
--------------------
(Lawrence  T.  Babbio,  Jr.)


          *                             Director
--------------------
(Robert  Ted  Enloe,  III)


          *                             Director
--------------------
(George  H.  Heilmeier)


          *                             Director
--------------------
(George  E.R.  Kinnear  II)


          *                             Director
--------------------
(Peter  N.  Larson)




          *                             Director
--------------------
(Kenneth  L.  Lay)


          *                             Director
--------------------
(Kenneth  Roman)


          *                             Director
--------------------
(Lucille  S.  Salhany)




*  /s/  Eckhard  Pfeiffer
   -----------------------
     Eckhard  Pfeiffer
     Attorney-in-fact



<PAGE>
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      Powers  of  Attorney
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6573}]
{"company-data": {"conformed-name": "COMPAQ COMPUTER CORP", "cik": "0000714154", "assigned-sic": "3571", "irs-number": "760011617", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31265", "film-number": "97640357"}, "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  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
                          1989 Equity Incentive Plan
                          (Full Titles of the Plans)
                          ___________________________

                               J. David Cabello
              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     Registered     Per Share      Offering Price   Registration Fee
_____________  __________   ______________   ______________   ________________

Common Stock,   606,522                                         
$0.01 par       shares(1)      $111.50      $67,627,203.00      $20,493.092(2)
  value     
_____________  __________   ______________   ______________   ________________
    

(1)   Plus such indeterminate 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  stock option 
plans.  Not adjusted for the 5-2 stock split announced July 1,1997 to be given
effect on July 29, 1997.
(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
prices  reported  on   the  New  York  Stock  Exchange  transactions  tape  on  
July 7, 1997.
The  purpose  of  this  Registration  Statement  is  to  increase, pursuant to
Instruction  E to Form S-8, the number of shares authorized for issuance under
the  Registrant's  1989 Equity Incentive Plan (the "Plan").  Shares authorized
for  issuance   under  the  Plan   were  previously  registered  on  Form  S-8
(Registration  No.  33-31819)  filed by the Registrant with the Securities and
Exchange  Commission.    The provisions of  such previously filed Registration
Statement  are  incorporated  by  reference.
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  July,  1997.

                              COMPAQ  COMPUTER  CORPORATION

                              By:    /s/  Eckhard  Pfeiffer
                                     ----------------------
                                     Eckhard  Pfeiffer,  
                                     President  and  Chief  
                                     Executive  Officer

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933, this
Registration  Statement  has been signed below by the following persons in the
capacities  indicated  on  the  11th  day  of  July,  1997.

     Signature                                         Title
     ---------                                         -----

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

          *                             Senior Vice President and Chief
--------------------                    Financial Officer (principal financial  
(Earl  L. Mason)                        and accounting  officer)

          *                             Chairman of the Board of Directors
--------------------
(Benjamin  M.  Rosen)

          *                             Director
--------------------
(Lawrence  T.  Babbio,  Jr.)

          *                             Director
--------------------
(Robert  Ted  Enloe,  III)

          *                             Director
--------------------
(George  H.  Heilmeier)

          *                             Director
--------------------
(George  E.R.  Kinnear  II)

          *                             Director
--------------------
(Peter  N.  Larson)

          *                             Director
--------------------
(Kenneth  L.  Lay)

          *                             Director
--------------------
(Kenneth  Roman)

          *                             Director
--------------------
(Lucille  S.  Salhany)

*  /s/  Eckhard  Pfeiffer
   -----------------------
     Eckhard  Pfeiffer
     Attorney-in-fact
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      Powers  of  Attorney