<PAGE>   1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE       
         SECURITIES EXCHANGE ACT OF 1934
         for the quarterly period ended March 29, 1997

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE     
         SECURITIES EXCHANGE ACT OF 1934

         Commission file number 1-5296


                          DIGITAL EQUIPMENT CORPORATION
             (Exact name of registrant as specified in its charter)

         Massachusetts                                   04-2226590
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

111 Powdermill Road, Maynard, Massachusetts                 01754
(Address of principal executive offices)                  (Zip Code)

                                 (508) 493-5111
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. 
                                          YES X       NO.

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. Number of shares of
Common Stock, par value $1, outstanding as of March 29, 1997:152,816,894.




<PAGE>   2


                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                    (Dollars in thousands except per share data)
<CAPTION>

                                                                                       Three-Month Period Ended
                                                                                --------------------------------------
                                                                                 March 29,                  March 30,
                                                                                    1997                       1996
                                                                                -----------                -----------
<S>                                                                             <C>                        <C>        
REVENUES
Product sales ................................................................  $ 1,836,516                $ 2,055,710
Service revenues .............................................................    1,477,794                  1,565,316
                                                                                -----------                -----------

TOTAL OPERATING REVENUES .....................................................    3,314,310                  3,621,026
                                                                                -----------                -----------

COSTS AND EXPENSES
Cost of product sales ........................................................    1,188,578                  1,294,032
Service expense ..............................................................    1,019,290                  1,074,650
Research and engineering expenses ............................................      256,476                    275,703
Selling, general and administrative expenses .................................      798,714                    858,203
                                                                                -----------                -----------

Operating income .............................................................       51,252                    118,438
Other (income)/expense, net ..................................................      (10,848)                   (19,272)
                                                                                -----------                -----------

INCOME BEFORE INCOME TAXES ...................................................       62,100                    137,710
Provision for income taxes ...................................................       11,134                     13,637
                                                                                -----------                -----------

NET INCOME ...................................................................       50,966                    124,073
Dividend on preferred stock ..................................................        8,875                      8,875
                                                                                -----------                -----------

NET INCOME APPLICABLE TO COMMON STOCK ........................................  $    42,091                $   115,198
                                                                                ===========                ===========

NET INCOME APPLICABLE PER COMMON SHARE (1) ...................................  $      0.27                $      0.74
                                                                                ===========                ===========
</TABLE>

     (1)   Net income applicable per common share is based on the weighted
average number of common shares and common share equivalents outstanding
during the period: 155,665,576 for the three months ended March 29, 1997
and 156,593,530 for the three months ended March 30, 1996. See page 8
of this report.

     Cash dividends on common stock have never been paid by the Corporation.

     The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>   3



                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                    (Dollars in thousands except per share data)
<CAPTION>

                                                                                       Nine-Month Period Ended
                                                                                ---------------------------------------
                                                                                  March 29,                  March 30,
                                                                                    1997                       1996
                                                                                ------------               ------------
<S>                                                                             <C>                        <C>         
REVENUES
Product sales ................................................................  $  5,202,959               $  6,221,248
Service revenues .............................................................     4,380,739                  4,622,275
                                                                                ------------               ------------

TOTAL OPERATING REVENUES .....................................................     9,583,698                 10,843,523
                                                                                ------------               ------------

COSTS AND EXPENSES
Cost of product sales ........................................................     3,445,203                  4,133,992
Service expense ..............................................................     3,016,261                  3,115,310
Research and engineering expenses ............................................       763,961                    795,483
Selling, general and administrative expenses .................................     2,348,297                  2,464,372
                                                                                ------------               ------------

Operating income .............................................................         9,976                    334,366
Other (income)/expense, net ..................................................       (27,465)                   (30,416)
                                                                                ------------               ------------

INCOME BEFORE INCOME TAXES ...................................................        37,441                    364,782
Provision for income taxes ...................................................        20,475                     43,756
                                                                                ------------               ------------

NET INCOME ...................................................................        16,966                    321,026
Dividends on preferred stock .................................................        26,625                     26,625
                                                                                ------------               ------------

NET INCOME/(LOSS) APPLICABLE TO COMMON STOCK .................................  $     (9,659)              $    294,401
                                                                                ============               ============

NET INCOME/(LOSS) APPLICABLE PER COMMON SHARE (1) ............................  $      (0.06)              $       1.91
                                                                                ============               ============
</TABLE>

     (1)   Net loss applicable per common share is based only on the weighted
average number of common shares outstanding during the period: 154,965,047
for the nine months ended March 29, 1997. Net income applicable per common
share is based on the weighted average number of common shares and common
share equivalents outstanding during the period: 154,208,829 for the nine
months ended March 30, 1996. See page 9 of this report.

     Cash dividends on common stock have never been paid by the Corporation.

     The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>   4

                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                                            CONSOLIDATED BALANCE SHEETS

                                               (Dollars in thousands)
<CAPTION>

                                                                                     March 29,                  June 29,
                                                                                        1997                      1996
                                                                                    -----------               -----------

<S>                                                                                 <C>                       <C>        
ASSETS

CURRENT ASSETS
Cash, cash equivalents and short-term investments ..............................    $ 2,481,708               $ 2,039,158
Accounts receivable, net of allowances
of $217,361 and $182,033 .......................................................      2,886,164                 3,223,293
Inventories
Raw materials ..................................................................        399,336                   536,911
Work-in-process ................................................................        357,146                   439,318
Finished goods .................................................................        714,908                   844,582
                                                                                    -----------               -----------

Total inventories ..............................................................      1,471,390                 1,820,811
Prepaid expenses, deferred income taxes
and other current assets .......................................................        324,510                   336,836
                                                                                    -----------               -----------

TOTAL CURRENT ASSETS ...........................................................      7,163,772                 7,420,098
                                                                                    -----------               -----------

Property, plant and equipment, at cost .........................................      4,934,742                 5,120,110
Less accumulated depreciation ..................................................      2,820,668                 2,897,190
                                                                                    -----------               -----------

Net property, plant and equipment ..............................................      2,114,074                 2,222,920
Other assets ...................................................................        334,667                   432,363
                                                                                    -----------               -----------

TOTAL ASSETS ...................................................................    $ 9,612,513               $10,075,381
                                                                                    ===========               ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>   5


                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                                      CONSOLIDATED BALANCE SHEETS (continued)

                                               (Dollars in thousands)
<CAPTION>


                                                                          March 29,                  June 29,
                                                                            1997                       1996
                                                                        ------------               ------------
<S>                                                                     <C>                        <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Bank loans and current portion
of long-term debt ..........................................            $    264,043               $     17,896
Accounts payable ...........................................                 810,056                    903,618
Income taxes payable .......................................                  79,998                     79,528
Salaries, wages and related items ..........................                 682,199                    632,413
Deferred revenues and customer advances ....................               1,056,946                  1,099,328
Accrued restructuring costs ................................                 443,230                    619,416
Other current liabilities ..................................                 850,941                    879,434
                                                                        ------------               ------------

TOTAL CURRENT LIABILITIES ..................................               4,187,413                  4,231,633
                                                                        ------------               ------------

Long-term debt .............................................                 749,320                    999,131
Postretirement and other postemployment
benefits ...................................................               1,179,420                  1,238,411
                                                                        ------------               ------------

TOTAL LIABILITIES ..........................................               6,116,153                  6,469,175
                                                                        ------------               ------------

STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value (liquidation
preference of $100.00 per share); authorized
25,000,000 shares; 4,000,000 shares of Series A
8-7/8% Cumulative Preferred Stock issued and
outstanding ................................................                   4,000                      4,000
Common stock, $1.00 par value; authorized
450,000,000 shares; 157,251,550 issued and
155,504,284 shares issued and outstanding ..................                 157,252                    155,504
Additional paid-in capital .................................               3,830,584                  3,764,224
Retained deficit ...........................................                (340,523)                  (317,522)
Treasury stock at cost; 4,434,656 shares
and 0 shares ...............................................                (154,953)                         -
                                                                        ------------               ------------

TOTAL STOCKHOLDERS' EQUITY .................................               3,496,360                  3,606,206
                                                                        ------------               ------------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................            $  9,612,513               $ 10,075,381
                                                                        ============               ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>   6


                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               (Dollars in thousands)
<CAPTION>

                                                                                         Nine-Month Period Ended
                                                                                  --------------------------------------
                                                                                   March 29,                  March 30,
                                                                                      1997                       1996
                                                                                  -----------                -----------
<S>                                                                               <C>                        <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income ...................................................................    $    16,966                $   321,026
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation .................................................................        303,327                    302,474
Amortization .................................................................         41,252                     52,208
(Gain)/loss on disposition and write-offs of
other assets .................................................................         34,248                    (48,691)
Other adjustments to net income ..............................................         53,051                     27,197
(Increase)/decrease in accounts receivable ...................................        337,129                   (197,276)
(Increase)/decrease in inventories ...........................................        347,421                   (140,054)
Decrease in prepaid expenses and other
current assets ...............................................................          7,672                     17,277
Increase/(decrease) in accounts payable ......................................        (93,562)                     3,023
Increase in taxes ............................................................          9,822                     47,657
Increase/(decrease) in salaries, wages, benefits
and related items ............................................................         (9,205)                   160,297
Decrease in deferred revenues and
customer advances ............................................................        (42,382)                  (106,048)
Decrease in accrued restructuring costs ......................................       (176,186)                  (277,450)
Increase/(decrease) in other current liabilities .............................        (25,283)                   103,602
                                                                                  -----------                -----------
Total adjustments ............................................................        787,304                    (55,784)
                                                                                  -----------                -----------

Net cash flows from operating activities .....................................        804,270                    265,242
                                                                                  -----------                -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Investment in property, plant and equipment ..................................       (275,056)                  (300,200)
Proceeds from the disposition of
property, plant and equipment ................................................         67,600                     61,666
Purchases of short-term investments ..........................................     (2,806,784)                  (105,026)
Maturities of short-term investments .........................................      1,745,054                    146,114
Additions to other assets ....................................................         (4,518)                  (101,002)
Proceeds from the disposition of other assets ................................         14,067                    120,135
                                                                                  -----------                -----------
Net cash flows from investing activities .....................................     (1,259,637)                  (178,313)
                                                                                  -----------                -----------

Net cash flows from operating and
investing activities .........................................................       (455,367)                    86,929
                                                                                  -----------                -----------
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>   7


                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                                               (Dollars in thousands)
<CAPTION>

                                                                                   Nine-Month Period Ended
                                                                             ------------------------------------
                                                                              March 29,                March 30,
                                                                                 1997                     1996
                                                                             -----------              -----------

<S>                                                                          <C>                      <C>        
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the issuance of debt .......................................         6,240                        -
Payments to retire debt ..................................................       (10,713)                  (6,778)
Purchase of treasury shares ..............................................      (214,546)                       -
Issuance of common and treasury shares, including
tax effects ..............................................................        81,831                  123,395
Dividends on preferred stock .............................................       (26,625)                 (26,625)
                                                                             -----------              -----------
Net cash flows from financing activities .................................      (163,813)                  89,992
                                                                             -----------              -----------

Net increase/(decrease) in cash and cash equivalents .....................      (619,180)                 176,921
Cash and cash equivalents at the
beginning of the year ....................................................     1,791,754                1,531,849
                                                                             -----------              -----------

Cash and cash equivalents at end of period ...............................   $ 1,172,574              $ 1,708,770
                                                                             ===========              ===========
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                       7
<PAGE>   8

                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                          COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

                                    (Dollars in thousands except per share data)
<CAPTION>

                                                                         Three-Month Period Ended
                                                                 ---------------------------------------
                                                                   March 29,                  March 30,
                                                                     1997                       1996
                                                                 ------------               ------------

<S>                                                              <C>                        <C>         
Net income applicable to common and
common equivalent shares .....................................   $     42,091               $    115,198
                                                                 ============               ============

Weighted average number of common shares
outstanding during the period ................................    154,648,476                153,070,098

Common stock equivalents from application
of "treasury stock" method to unexercised
and outstanding stock options ................................      1,017,100                  3,523,432
                                                                 ------------               ------------

Total weighted average number of common
and common equivalent shares outstanding
during the period ............................................    155,665,576                156,593,530
                                                                 ============               ============

Net income applicable per common and common
equivalent share .............................................   $       0.27               $       0.74
                                                                 ============               ============
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                       8
<PAGE>   9

                          DIGITAL EQUIPMENT CORPORATION

<TABLE>
                      COMPUTATION OF NET INCOME/(LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

                                    (Dollars in thousands except per share data)
<CAPTION>

                                                                                 Nine-Month Period Ended
                                                                        ------------------------------------------
                                                                          March 29,                    March 30,
                                                                             1997                        1996
                                                                        -------------                -------------

<S>                                                                     <C>                          <C>          
Net income/(loss) applicable to common and
common equivalent shares .....................................          $      (9,659)               $     294,401
                                                                        =============                =============

Weighted average number of common shares
outstanding during the period ................................            154,965,047                  151,391,597

Common stock equivalents from application
of "treasury stock" method to unexercised
and outstanding stock options ................................                   --                      2,817,232
                                                                        -------------                -------------

Total weighted average number of common
and common equivalent shares outstanding
during the period ............................................            154,965,047                  154,208,829
                                                                        =============                =============

Net income/(loss) applicable per common
and common equivalent share ..................................          $       (0.06)               $        1.91
                                                                        =============                =============
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                        9

<PAGE>   10
                          DIGITAL EQUIPMENT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A - Significant Accounting Policies

Principles of consolidation: The accompanying unaudited financial statements as
of and for the three-month and nine-month periods ended March 29, 1997 and March
30, 1996 have been prepared on substantially the same basis as the annual
consolidated financial statements, reflecting all adjustments of a normal
recurring nature. In the opinion of management, the financial statements reflect
all adjustments necessary for a fair presentation of the results for those
periods and the financial condition at those dates. Certain prior year's amounts
have been reclassified to conform with the current year presentation.

Short-term investments: Investments with maturities greater than three months at
date of acquisition but within one year of the balance sheet date are classified
as short-term investments. Short-term investments are valued at cost plus
accrued interest, which approximates market.

<TABLE>
Cash, cash equivalents and short-term investments:
<CAPTION>

                                       March 29,           June 29,
(in thousands)                              1997               1996
-------------------------------------------------------------------
<S>                                   <C>                <C>       
Cash and cash equivalents             $1,172,574         $1,791,754
Short-term investments                 1,309,134            247,404
-------------------------------------------------------------------
Cash and cash equivalents and
short-term investments                $2,481,708         $2,039,158
-------------------------------------------------------------------
</TABLE>


<TABLE>
Other (income)/expense, net:
<CAPTION>
                                   Nine-Month Period Ended         Three-Month Period Ended
---------------------------------------------------------------------------------------------
                                    March 29,       March 30,       March 29,      March 30,
(in thousands)                           1997            1996            1997           1996
---------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>             <C>      
Interest income                     $(82,706)       $(56,870)       $(30,207)       $(18,846)
Interest expense                       64,311         75,145          21,542          25,985
Net gain on divestments               (9,070)        (48,691)         (2,183)        (26,411)
---------------------------------------------------------------------------------------------
Other (income)/expense, net         $(27,465)       $(30,416)       $(10,848)       $(19,272)
---------------------------------------------------------------------------------------------
</TABLE>


                                       10

<PAGE>   11



Note B - Restructuring Actions

During the first nine months of fiscal 1997, the Corporation incurred costs of
$84 million for approximately 1,700 employee separations and $92 million for
facilities closures and related actions. Cash expenditures for restructuring
activities were $131 million for the first nine months of fiscal 1997, net of
proceeds of $49 million from the sale of properties.


Note C - Litigation

Several purported class action lawsuits were filed against the Corporation
during the fourth quarter of fiscal 1994 alleging violations of the Federal
securities laws arising from alleged misrepresentations and omissions in
connection with the Corporation's issuance and sale of Series A 8-7/8%
Cumulative Preferred Stock and the Corporation's financial results for the
quarter ended April 2, 1994. During fiscal 1995, the lawsuits were consolidated
into three cases, which were pending before the United States District Court for
the District of Massachusetts. On August 8, 1995, the Massachusetts federal
court granted the defendants' motion to dismiss all three cases in their
entirety. On May 7, 1996, the United States Court of Appeals for the First
Circuit affirmed in part and reversed in part the dismissal of the two cases,
and remanded for further proceedings.


Note D - Treasury Stock

During the third quarter of fiscal 1997, the Corporation purchased in the open
market 4.5 million shares of its common stock for an aggregate purchase price of
$157.4 million, or an average of $34.95 per common share. During the second
quarter of fiscal 1997, the Corporation issued under employee stock plans 1.5
million shares of common stock purchased in the first quarter of fiscal 1997 for
an aggregate purchase price of $57.3 million or an average of $38.19 per common
share. The Corporation continues to repurchase shares of its common stock under
a previously announced plan, as conditions warrant.


Note E - Non-Recurring Items

The net effect of the non-recurring items discussed below was immaterial to the
consolidated results of operations of the Corporation for the second quarter of
fiscal 1997.

During the second quarter of fiscal 1997, the Corporation amended its U.S.
postretirement medical plan, changing the period over which benefits are earned
and accrued. As a result of the amendment, the Corporation recognized a one-time
curtailment gain of $52 million.

Events and circumstances arising during the second quarter of fiscal 1997
indicated that the carrying value of certain intangible assets would not be
recoverable. Accordingly, unamortized balances of $40 million were written-off
as a charge to operations.

At the end of the second quarter of fiscal 1997, the Corporation accrued a loss
of approximately $17 million associated with a pending divestment. Approximately
$12 million of the charges were for inventory write-downs and were included in
product cost of sales. Negotiations regarding the divestment ceased during the
third quarter and the Corporation initiated an alternative course of action with
similar financial consequences.



                                       11



<PAGE>   12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS

REVENUES

Total operating revenues for the first nine months of fiscal 1997 were $9.6
billion, down 12% from the comparable period last year. Total operating revenues
included product sales of $5.2 billion and service revenues of $4.4 billion.
Operating revenues from customers outside of the United States were $6.5 billion
and $7.1 billion, or 68% and 65% of total operating revenues for the first nine
months of fiscal 1997 and 1996, respectively.

Total operating revenues for the third quarter of fiscal 1997 were $3.3 billion,
down 8% from the same quarter last year. Total operating revenues included
product sales of $1.8 billion and service revenues of $1.5 billion. Operating
revenues from customers outside of the United States were $2.3 billion and $2.4
billion, or 69% and 68% of total operating revenues for the third quarter of
fiscal 1997 and 1996, respectively.

The Corporation's results were adversely impacted by the continued strengthening
of the U.S. dollar. Removing the effects of foreign currency exchange rate
movements, the decline in revenue for the first nine months and the third
quarter of fiscal 1997 would have been 9% and 5%, respectively, compared with
12% and 8% as reported.

<TABLE>
<CAPTION>
Revenue (dollars in millions)                     Nine-Month Period Ended        Three-Month Period Ended
-----------------------------------------------------------------------------------------------------------
                                                 March 29,       March 30,       March 29,       March 30,
                                                      1997            1996            1997            1996
-----------------------------------------------------------------------------------------------------------

<S>                                                 <C>            <C>              <C>             <C>   
Product sales                                       $5,203         $ 6,221          $1,836          $2,056
% of total revenues                                     54%             57%             55%             57%
-----------------------------------------------------------------------------------------------------------
Service revenues                                    $4,381         $ 4,623          $1,478          $1,565
% of total revenues                                     46%             43%             45%             43%
-----------------------------------------------------------------------------------------------------------
Total revenues                                      $9,584         $10,844          $3,314          $3,621
-----------------------------------------------------------------------------------------------------------
</TABLE>


Product sales for the first nine months and the third quarter of fiscal 1997
were down 16% and 11%, respectively, from the comparable periods last year. The
decline reflects the adverse effects of currency rate movements, the 
discontinuation of the retail personal computer and certain component products 
lines, as well as a planned reduction in inventories in distribution channels.

For the first nine months and third quarter of fiscal 1997, Alpha-based systems
revenues decreased 4% and 13%, respectively, from the comparable periods of
fiscal 1996. Alpha-based systems revenues represented 32% of product sales for
both the first nine months and third quarter of fiscal 1997, respectively,
compared with 27% and 33% of product sales for the comparable periods last year.
Revenues from Intel-based personal computers represented 28% of product sales
for both the first nine months and the third quarter of fiscal 1997, up from 27%
and 25% for the comparable periods last year. Revenues from the Corporation's
other product businesses, including VAX systems, storage subsystems, networks,
software and other component products were 40% of total product sales for both
the first nine months and third quarter of fiscal 1997, compared with 46% and
42% for the same periods of fiscal 1996.


                                       12

<PAGE>   13


Service revenues for the first nine months and the third quarter of fiscal 1997
were $4.4 billion and $1.5 billion, respectively, down from $4.6 billion and
$1.6 billion for the same periods last year. The decline in service revenues was
due principally to the continuing shift of maintenance service revenues from the
servicing of proprietary products to multivendor services, as well as focusing 
on more profitable systems integration contracts.

EXPENSES AND PROFIT MARGINS
<TABLE>
<CAPTION>

Gross margin (dollars in millions)                Nine-Month Period Ended         Three-Month Period Ended
-----------------------------------------------------------------------------------------------------------
                                                 March 29,       March 30,       March 29,       March 30,
                                                      1997            1996            1997            1996
-----------------------------------------------------------------------------------------------------------

<S>                                                 <C>             <C>               <C>             <C> 
Product sales gross margin                          $1,758          $2,087            $648            $762
% of related revenues                                   34%             34%             35%             37%
-----------------------------------------------------------------------------------------------------------
Service revenues gross margin                       $1,364          $1,507            $459            $491
% of related revenues                                   31%             33%             31%             31%
-----------------------------------------------------------------------------------------------------------
</TABLE>

Product gross margin was 34% of product sales for the first nine months,
unchanged from the comparable period last year, and 35% of product sales for the
third quarter of fiscal 1997, compared with 37% for the third quarter of fiscal
1996. The effect of revenue declines as well as price reductions made early in
the third quarter of fiscal 1997 were partially offset by the favorable impact
of cost and manufacturing efficiencies, and plant consolidation activities.

Service gross margin was 31% of service revenues for both the first nine months
and the third quarter of fiscal 1997, compared with 33% for the first nine
months of fiscal 1996 and unchanged from the third quarter of fiscal 1996. The
decline in service gross margin in the first half of fiscal 1997 was due
principally to the continued shift in the mix of maintenance service revenues
toward lower-margin multivendor service offerings.

<TABLE>
<CAPTION>
Operating expenses (dollars in millions)       Nine-Month Period Ended         Three-Month Period Ended
-----------------------------------------------------------------------------------------------------------
                                                 March 29,       March 30,       March 29,       March 30,
                                                      1997            1996            1997            1996
-----------------------------------------------------------------------------------------------------------
<S>                                                 <C>             <C>               <C>             <C> 
Research and engineering                            $  764          $  795            $256            $276
% of total revenues                                      8%              7%              8%              8%
-----------------------------------------------------------------------------------------------------------
Selling, general and administrative                 $2,348          $2,464            $799            $858
% of total revenues                                     25%             23%             24%             24%
-----------------------------------------------------------------------------------------------------------
</TABLE>

Research and engineering (R&E) expenses totaled $764 million and $256 million
for the first nine months and the third quarter of fiscal 1997, respectively,
down from $795 million and $276 million for the same periods of fiscal 1996. The
decrease in R&E expenses was due principally to the Corporation's withdrawal
from certain non-strategic businesses and the elimination of related development
costs. The Corporation believes that its level of R&E spending is appropriate to
support current operations and to offer competitive, market-driven products.

Selling, general and administrative (SG&A) expenses decreased 5% to $2.3 billion
for the first nine months of fiscal 1997, compared with $2.5 billion for the
comparable period last year. For the third quarter of fiscal 1997, SG&A expenses
totaled $799 million, down 7% from $858 million for the third quarter of fiscal
1996. The decline in SG&A expenses reflects reductions in population and
facilities expenditures, reduced variable costs and the positive effects of
currency rate movements, partially offset by increased salaries and wages. The
Corporation's efforts to achieve a competitive cost structure, improve selling
and administrative practices and further increase productivity are ongoing.


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During the fourth quarter of fiscal 1996, the Corporation approved a
restructuring plan intended to increase sales productivity, further consolidate
manufacturing plants and distribution sites, improve service delivery and
further reduce overhead in support areas. The planned employee separations are
expected to be substantially completed in the first half of fiscal 1998. The
number of involuntary separations is expected to be lower than originally
planned due principally to a higher than anticipated level of voluntary
separations. However, associated cost savings are expected to be offset by an
increase in estimated separation costs for certain non-U.S. employees. The total
estimated cost of restructuring actions is unchanged (see Note B).

Employee population decreased by 4,000 from the end of fiscal 1996 to
approximately 55,100, and by 800 from the end of the second quarter of fiscal
1997.

Net other income for the first nine months and third quarter of fiscal 1997 was
$27 million and $11 million, respectively, compared with $30 million and $19
million for the same periods last year. Gains on divestments were $9 million and
$2 million for the first nine months and the third quarter of fiscal 1997,
respectively, compared with $49 million and $26 million for the same periods a
year ago (see Note A). The decrease on gains from divestments was partially
offset by increased interest income resulting from significantly higher cash and
short-term investment balances.

Income tax expense for the first nine months and the third quarter of fiscal
1997 was $20 million and $11 million, respectively, compared with $44 million
and $14 million for the same periods of fiscal 1996. The reduction in income tax
expense in fiscal 1997 is attributable to lower profit levels. Income tax
expense reflects several factors, including incomes taxes provided for
profitable operations, benefits taken from net operating loss carryforwards and
an inability to recognize currently certain tax benefits from operating losses.

In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 128-Earnings per Share.
SFAS No. 128 establishes standards for computing and presenting earnings per
share (EPS) and requires a dual presentation of basic and dilutive EPS. SFAS No.
128 is effective for financial statements issued for periods ending after
December 15, 1997 and earlier adoption is not permitted. Neither basic nor
dilutive EPS as calculated in accordance with SFAS No. 128 would be materially
different from primary EPS as presented in these financial statements.

In October 1996, the FASB issued SFAS No. 123-Accounting for Stock-Based
Compensation. SFAS No. 123 encourages, but does not require, companies to
recognize compensation costs for all stock-based compensation arrangements
using a fair value method of accounting. Alternatively, SFAS No. 123 permits a
company to continue accounting for these arrangements under Accounting
Principles Board Opinion No. 25-Accounting for Stock Issued to Employees,
accompanied by footnote disclosure of the pro forma effects on net income and
earnings per share had the new rules been applied. The Corporation adopted the
alternative approach under SFAS No. 123 as of the first day of fiscal 1997.


AVAILABILITY OF FUNDS TO SUPPORT CURRENT AND FUTURE OPERATIONS AND SPENDING FOR 
OPERATIONS

Cash and short-term investments totaled $2.5 billion at the end of the third
quarter of fiscal 1997, up from $2.0 billion at the end of fiscal 1996.

Net cash generated from operating activities was $804 million for the first nine
months of fiscal 1997, due principally to decreases in accounts receivable and
inventories, partially offset by decreases in accrued restructuring costs and
accounts payable. Cash expenditures for restructuring activities were $131
million for the first nine months of fiscal 1997, net of proceeds of $49 million
from the sale of properties. Future cash expenditures for currently planned
restructuring activities are estimated to be between $60 million and $110
million for the remainder of fiscal 1997, and between $300 million and $350
million in fiscal 1998 and beyond (see Note B). While expected total cash
expenditures for restructuring actions remains unchanged, actual cash outlays
have been delayed due to the timing of certain employee separations, principally
in Europe.

Net cash used for investing activities was $1.3 billion for the first nine
months of fiscal 1997, due principally to short-term investment activities (see
Note A).


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<PAGE>   15

Net cash used for financing activities was $164 million for the first nine
months of fiscal 1997, due principally to the open market purchase of the
Corporation's common stock and the payment of dividends on preferred stock,
partially offset by the issuance of stock under the Corporation's employee stock
plans (see Note D). During the second quarter of fiscal 1997, $250 million of
five-year notes due in November 1997 were reclassified from long-term debt to
current portion of long-term debt.

The Corporation's need for, cost of and access to funds are dependent on future
operating results, as well as conditions external to the Corporation. The
Corporation historically has maintained a conservative capital structure, and
believes that its current cash position and its sources of and access to capital
are adequate to support current and future operations.


FACTORS THAT MAY AFFECT FUTURE RESULTS

From time to time, information provided by the Corporation or statements made by
its employees may contain "forward-looking" information, as that term is defined
in the Private Securities Litigation Reform Act of 1995 (the "Act"). The
Corporation cautions investors that there can be no assurance that actual
results or business conditions will not differ materially from those projected
or suggested in such forward-looking statements as a result of various factors,
including but not limited to the following:

-- The Corporation's future operating results are dependent on its ability to
develop, produce and market new and innovative products and services. There are
numerous risks inherent in this complex process, including rapid technological
change and the requirement that the Corporation bring to market in a timely
fashion new products and services which meet customers' changing needs.

-- Historically, the Corporation has generated a disproportionate amount of its
operating revenues toward the end of each quarter, making precise prediction of
revenues and earnings particularly difficult and resulting in risk of variance
of actual results from those forecast at any time. In addition, the
Corporation's operating results historically have varied from fiscal period to
fiscal period; accordingly, the Corporation's financial results in any
particular fiscal period are not necessarily indicative of results for future
periods.

-- The Corporation offers a broad variety of products and services to customers
around the world. Changes in the mix of products and services comprising
revenues could cause actual operating results to vary from those expected.

-- The Corporation's success is partly dependent on its ability to successfully
predict and adjust production capacity to meet demand, which is partly dependent
upon the ability of external suppliers to deliver components at reasonable
prices and in a timely manner; capacity or supply constraints could adversely
affect future operating results.

-- The Corporation operates in a highly competitive environment and in a highly
competitive industry, which include significant competitive pricing pressures
and intense competition for skilled employees. Particular business segments may
from time to time experience unanticipated intense competitive pressure,
possibly causing operating results to vary from those expected.

-- The Corporation offers its products and services directly and through
indirect distribution channels. Changes in the financial condition of, or the
Corporation's relationship with, distributors and other indirect channel
partners, as well as fluctuations in end-user sales by indirect sales channel
partners, could cause actual operating results to vary from those expected.

-- The Corporation does business worldwide in over 100 countries. Global and/or
regional economic factors and potential changes in laws and regulations
affecting the Corporation's business, including 


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<PAGE>   16


without limitation, currency fluctuations, changes in monetary policy and
tariffs, and federal, state and international laws regulating the environment,
could impact the Corporation's financial condition or future results of
operations.

-- As the Corporation continues to implement its strategic plan and respond to
external market conditions, there can be no assurance that additional
restructuring actions will not be required. With regard to completion of planned
restructuring actions, there can be no assurance that the estimated cost of such
actions will not change.

-- The market price of the Corporation's securities could be subject to
fluctuations in response to quarter to quarter variations in operating results,
changes in analysts' earnings estimates, market conditions in the information
technology industry, as well as general economic conditions and other factors
external to the Corporation.


                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)  Exhibits

         27.  Financial Data Schedule

         (b)  Reports on Form 8-K.

         None.



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<PAGE>   17




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             DIGITAL EQUIPMENT CORPORATION
                             (Registrant)


                             By: /s/ Vincent J. Mullarkey
                             ---------------------------------------------------
                             Vincent J. Mullarkey
                             Vice President, Finance and Chief Financial Officer
                             (Duly Authorized Officer and Principal Financial
                             Officer)

May 9, 1997



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