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                                                                   EXHIBIT 10(a)

                          DIGITAL EQUIPMENT CORPORATION

                        1968 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 1-PURPOSE

   This Employee Stock Purchase Plan (the "Plan") is intended as an incentive
and to encourage stock ownership by all eligible employees of Digital Equipment
Corporation (the "Company") and participating subsidiaries so that they may
share in the fortunes of the Company by acquiring or increasing their
proprietary interest in the Company. The Plan is designed to encourage eligible
employees to remain in the employ of the Company. It is intended that options
issued pursuant to this Plan shall constitute options issued pursuant to an
"employee stock purchase plan" within the meaning of Section 423 of the 1954
Internal Revenue Code.

ARTICLE 2-ELIGIBLE EMPLOYEES

   All employees of the Company or any of its participating subsidiaries who
have completed six months employment with the Company or any of its subsidiaries
shall be eligible to receive options under this Plan to purchase the Company's
Common Stock (except employees in countries whose laws make participation
impractical). Persons who have been so employed for six months or more on the
first day of the Payment Period shall receive their options as of such day.
Persons who attain the status of employment for six months or more after the
date on which the initial options are granted under this Plan shall be granted
options on the next date on which options are granted to all eligible employees.
In no event may an employee be granted an option if such employee is a director
of the Company or if such employee, immediately after the option is granted,
owns stock possessing 5 percent or more of the total combined voting power or
value of all classes of stock of the Company or of its parent corporation or
subsidiary corporation, as the terms "parent corporation" and "subsidiary
corporation" are defined in Section 425(e) and (f) of the 1954 Internal Revenue
Code. For purposes of determining stock ownership under this paragraph, the
rules of Section 425(d) of the 1954 Internal Revenue Code shall apply and stock
which the employee may purchase under outstanding options shall be treated as
stock owned by the employee. 

ARTICLE 3-STOCK SUBJECT TO THE PLAN

   The stock subject to the options shall be shares of the Company's authorized
but unissued shares of Common Stock or shares of Common Stock reacquired by the
Company including shares purchased in the open market. 






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The aggregate number of shares which may be issued pursuant to the Plan is
52,700,000, subject to increase or decrease by reason of stock split-ups,
reclassifications, stock dividends, changes in par value and the like.

ARTICLE 4 -PAYMENT PERIODS AND  STOCK OPTIONS

   The six-month periods, June 1 to November 30 and December 1 to May 31, are
Payment Periods during which payroll deductions will be accumulated under the
Plan. Notwithstanding the foregoing, the Payment Period scheduled to end on May
31, 1998 shall end on the earlier of May 31, 1998 or the last business day prior
to the effective date ("the Effective Date") of the merger contemplated by, and
provided for in, the Amended and Restated Agreement and Plan of Merger dated as
of the 25th day of January, 1998 among the Company, Compaq Computer Corporation
and Compaq Merger, Inc. Each Payment Period includes only regular pay days
falling within it.

   Twice each year, on the first business day of each Payment Period, the
Company will grant to each eligible employee who is then a participant in the
Plan an option to purchase on the last day of such Payment Period, at the Option
Price hereinafter provided for, such number of shares of the Common Stock of the
Company reserved for the purpose of the Plan as does not exceed the greater of
the number of shares equal in value to 10% of the employee's total compensation
divided by the price determined in accordance with (i) below, or 600 shares, on
condition that such employee remains eligible to participate in the Plan
throughout such Payment Period. The foregoing limitation on the number of shares
which may be granted in any Payment Period is subject to increase or decrease by
reason of stock split-ups, reclassifications, stock dividends, changes in par
value and the like. The participant shall be entitled to exercise such options
so granted only to the extent of his accumulated payroll deductions on the last
day of such Payment Period. The Option Price for each Payment Period shall be
the lesser of (i) 85% of the average market price of the Company's Common Stock
on the first business day of the Payment Period, rounded up to avoid fractions
other than 1/4, 1/2 and 3/4, or (ii) 85% of the average market price of the
Company's Common Stock on the last business day of the Payment Period, rounded
up to avoid fractions other than 1/4, 1/2 and 3/4. In the event of an increase
or decrease in the number of outstanding shares of Common Stock of the Company
through stock split-ups, reclassifications, stock dividends, changes in par
value and the like, an appropriate adjustment shall be made in the number of
shares and Option Price per share provided for under the Plan, either by a
proportionate increase in the number of shares and a proportionate decrease in
the Option Price per share, or by a proportionate decrease in the number of
shares and a proportionate increase in the Option Price per share, as may be
required to enable an eligible employee who is then a participant in the Plan as
to whom an option is exercised on the last day of any then current Payment


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Period to acquire such number of full shares as his accumulated payroll
deductions on such date will pay for at the adjusted Option Price.

   For purposes of this Plan the term "average market price" means the average
of the high and low prices of the Common Stock of the Company on the New York
Stock Exchange or such other national securities exchange as shall be designated
by the Board of Directors.

   For purposes of this Plan the term "business day" as used herein means a day
on which there is trading on the New York Stock Exchange or such other national
securities exchange as shall be designated by the Board of Directors pursuant to
the preceding paragraph.

   No employee shall be granted an option which permits his rights to purchase
Common Stock under the Plan and any similar plans of the Company or any parent
or subsidiary corporations to accrue at a rate which exceeds $25,000 of fair
market value of such stock (determined at the time such option is granted) for
each calendar year in which such option is outstanding at any time. The purpose
of the limitation in the preceding sentence is to comply with Section 423(b)(8)
of the 1954 Internal Revenue Code. 

ARTICLE 5-EXERCISE OF OPTION

   Each eligible employee who continues to be a participant in the Plan on the
last business day of a Payment Period shall be deemed to have exercised his
option on such date and shall be deemed to have purchased from the Company such
number of full shares of Common Stock reserved for the purpose of the Plan as
his accumulated payroll deductions on such date will pay for at such Option
Price. If a participant is not an employee on the last business day of a Payment
Period, he shall not be entitled to exercise his option. 

ARTICLE 6-SUPPLEMENTARY CONTRIBUTIONS AND UNUSED PAYROLL DEDUCTIONS

   (a) Only full shares of Common Stock may be purchased under the Plan. Subject
to the limitations set forth below, unused payroll deductions remaining in an
employee's account at the end of a Payment Period will be carried forward to the
succeeding Payment Period. However, in no event will the amount of unused
payroll deductions carried forward from a Payment Period exceed the Option Price
per share for that Payment Period. If for any Payment Period the amount of
unused payroll deductions should exceed the Option Price per share of stock, the
amount of the excess for any participant shall be refunded to such participant.

   (b) An employee who has completed a Payment Period shall have the right to
make a supplementary contribution in an amount equal to the Option Price for the
most recently completed Payment Period less the unused payroll 



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deductions being carried forward. Such supplementary contributions will be made
by additional payroll deductions. The election to make a supplementary
contribution shall be made by written notice received by the Investor Services
Department no later than 10 days after the beginning of the Payment Period in
which the supplementary contribution is to be made and shall remain in effect
through all succeeding Payment Periods until revoked by written notice received
by the Investor Services Department no later than 10 days after the beginning of
the Payment Period to which such notice applies.

   (c) An employee initially entering the Plan will be permitted to make a
supplementary contribution in an amount equal to the Option Price for the most
recently completed Payment Period. An election to make such supplementary
contribution shall be made by written notice received by the Investor Services
Department no later than 10 days after the beginning of the Payment Period in
which the employee's supplementary contribution is to be made. An election under
this paragraph by an employee initially entering the Plan shall constitute an
election to make supplementary contributions for succeeding Payment Periods,
subject to the terms and conditions of paragraph (b) above. 

ARTICLE 7-AUTHORIZATION FOR ENTERING PLAN

An employee may enter the Plan by filling out, signing and delivering to the
Investor Services Department an Authorization:

      (a) stating the amount to be deducted regularly from his pay;
      (b) authorizing the purchase of stock for him in each Payment Period
in accordance with the terms of the Plan; and
      (c) specifying the exact name in which stock purchased for him is to be
issued as provided under Article 11 hereof.

   Such Authorization must be received by the Investor Services Department at
least 10 days before the beginning date of such next succeeding Payment Period.

   Unless an employee files a new Authorization or withdraws from the Plan, his
deductions and purchases under the Authorization he has on file under the Plan
will continue as long as the Plan remains in effect.

   The Company will accumulate and hold for the employee's account the amounts
deducted from his pay. No interest will be paid on it.

ARTICLE 8-MAXIMUM AMOUNT OF PAYROLL DEDUCTIONS

   An employee may authorize payroll deductions in an amount not less than 2% 
but not more than 10% of total compensation. In addition, an employee shall be
entitled to make supplementary contributions pursuant to Article 6 hereof.


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ARTICLE 9-CHANGE IN PAYROLL DEDUCTIONS

   Deductions may be increased or decreased only once in a Payment Period. A new
Authorization will be required and must be received by the Investor Services
Department.

ARTICLE 10-WITHDRAWAL FROM THE PLAN

   An employee may withdraw from the Plan, in whole but not in part, at any time
prior to the last business day of each Payment Period by delivering a Withdrawal
Notice to the Investor Services Department, in which event the Company will
promptly refund the entire balance of his deductions not theretofore used to
purchase stock under the Plan.

   An employee who withdraws from the Plan is like an employee who has never
entered the Plan. To re-enter, he must file a new Authorization at least 10 days
before the beginning date of the next Payment Period which cannot, however,
become effective before the beginning of the next Payment Period following his
withdrawal.

ARTICLE 11-ISSUANCE OF  STOCK

   A participant will receive Statements of Ownership for stock purchased under
the Plan, or may elect to receive stock certificates instead of Statements of
Ownership. Stock purchased under the Plan will be issued only in the name of the
employee, or if his Authorization so specifies, in the name of the employee and
another person of legal age as joint tenants with rights of survivorship.

ARTICLE 12-NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS

   An employee's rights under the Plan are his alone and may not be transferred
or assigned to, or availed of by, any other person. Any option granted to an
employee may be exercised only by him.

ARTICLE 13-TERMINATION OF EMPLOYEE'S RIGHTS

   An employee's rights under the Plan will terminate when he ceases to be an
employee because of retirement, resignation, lay-off, discharge, death, change
of status, or for any other reason. A Withdrawal Notice will be considered as
having been received from the employee on the day his employment ceases, and all
payroll deductions not used to purchase stock will be refunded.

   If an employee's payroll deductions are interrupted by any legal process, a
Withdrawal Notice will be considered as having been received 



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from him on the day the interruption occurs.

ARTICLE 14-TERMINATION AND AMENDMENTS TO PLAN

   The Plan may be terminated at any time by the Company's Board of Directors.
It will terminate in any case when all or substantially all of the unissued
shares of stock reserved for the purposes of the Plan have been purchased. If at
any time shares of stock reserved for the purpose of the Plan remain available
for purchase but not in sufficient number to satisfy all then unfilled purchase
requirements, the available shares shall be apportioned among participants in
proportion to their options and the Plan shall terminate. Upon such termination
or any other termination of the Plan, all payroll deductions not used to
purchase stock will be refunded.

   The Board of Directors also reserves the right to amend the Plan from time to
time in any respect provided, however, that no amendment shall be effective
without prior approval of the stockholders, which would (a) except as provided
in Articles 3 and 4, increase the number of shares of Common Stock to be offered
above or (b) change the class of employees eligible to receive options under the
Plan.

ARTICLE 15-LIMITATIONS ON SALE OF STOCK PURCHASED UNDER THE PLAN

   The Plan is intended to provide common stock for investment and not for
resale. The Company does not, however, intend to restrict or influence any
employee in the conduct of his own affairs. An employee may, therefore, sell
stock purchased under the Plan at any time he chooses, provided, however, that
because of certain Federal tax requirements, each employee will agree by
entering the Plan, promptly to give the Company notice of any such stock
disposed of within two years after the date of grant of the applicable option
showing the number of such shares disposed of. The employee assumes the risk of
any market fluctuations in the price of such stock.

ARTICLE 16-COMPANY'S PAYMENT OF EXPENSES RELATED TO PLAN

   The Company will bear all costs of administering and carrying out the Plan.

ARTICLE 17-PARTICIPATING SUBSIDIARIES

   The term "participating subsidiaries" shall mean any subsidiary of the
Company which is designated by the Board of Directors to participate in the
Plan. The Board of Directors shall have the power to make such designation
before or after the Plan is approved by the stockholders.



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ARTICLE 18-ADMINISTRATION OF THE PLAN

   The Plan shall be administered by a committee appointed by the Board of
Directors of the Company (the "Committee"). The Committee shall consist of not
less than three members of the Company's Board of Directors. The Board of
Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by the
Board of Directors. The Committee shall select one of its members as Chairman,
and shall hold meetings at such times and places as it may determine. Acts by a
majority of the Committee, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee.

   The interpretation and construction by the Committee of any provisions of the
Plan or of any option granted under it shall be final unless otherwise
determined by the Board of Directors. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under it.

ARTICLE 19-OPTIONEES NOT STOCKHOLDERS

   Neither the granting of an option to any employee nor the deductions from his
pay shall constitute such employee a stockholder of the shares covered by an
option until such shares have been purchased by and issued to him.

ARTICLE 20-APPLICATION OF  FUNDS

   The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan will be used for general corporate purposes.

ARTICLE 21-GOVERNMENTAL REGULATION

   The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental authority
required in connection with the authorization, issuance or sale of such stock.

ARTICLE 22-WITHHOLDING OF  ADDITIONAL FEDERAL INCOME TAX

   The Company, in accordance with Section 3402(a) of the 1954 Internal Revenue
Code and the Regulations and Rulings promulgated thereunder, will withhold from
the wages of participating employees, in all payroll periods 



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following and in the same calendar year as the date on which compensation is
deemed received by the employee, additional income taxes in respect of the
amount that is considered compensation includible in the employee's gross
income.

ARTICLE 23-APPROVAL OF  STOCKHOLDERS

   The Plan shall not take effect until approved by the holders of a majority of
the outstanding shares of Common Stock of the Company, which approval must occur
within the period beginning twelve months before and ending twelve months after
the date the Plan is adopted by the Board of Directors. The Plan was adopted by
the Board of Directors on May 13, 1968. The Plan was approved by the
stockholders on October 29, 1968.







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