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                                                                   Exhibit 10.12

                        AMENDMENT TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of January 1, 1996, is
entered into by and between Tandem Computers Incorporated ("Employer") and Kurt
L. Friedrich ("Executive"), to amend the prior employment agreement previously
entered into between Employer and Executive on May 19, 1995 (the "Employment
Agreement").

         Employer and Executive hereby agree that Section 2.01 of the Employment
Agreement shall be amended to read as follows:

         "2.01 Period of Employment. The initial term of Executive's employment
pursuant to this Agreement will commence on May 19, 1995 (the "Commencement
Date") and, unless terminated at an earlier date in accordance with Section 5.01
of this Agreement, shall continue in effect until September 30, 1998 or as
extended to a later date under Section 5.03(a) or 5.03(e) of this Agreement. The
term of Executive's employment under the terms of this Agreement commencing on
the Commencement Date and ending pursuant to the terms hereof is hereinafter
referred to as the "Period of Employment." The initial Period of Employment
under this Agreement shall be subject to extension in twelve month increments as
follows. Prior to September 1 of each year during the Executive's Period of
Employment, Employer may elect (which election shall be made in writing), in its
sole discretion, to terminate Executive's employment on the third succeeding
September 30. If no such election is made, the term of Executive's employment
pursuant to the terms of this Agreement shall be automatically extended for an
additional twelve month period, under the terms and conditions in effect at the
time of such extension, or with such modifications as Employer and Executive may
then agree."

         IN WITNESS WHEREOF, Employer and Executive have executed this Agreement
as of the date set forth in the first paragraph hereof.

          EMPLOYER:             TANDEM COMPUTERS INCORPORATED



                                By:              /s/ THOMAS J. PERKINS
                                      -----------------------------------------
                                                   Thomas J. Perkins
                                                 Chairman of the Board



          EXECUTIVE:            By:              /s/ KURT L. FRIEDRICH
                                      -----------------------------------------
                                                   Kurt L. Friedrich
                                            Senior Vice President & General
                                          Manager, Systems Development Group
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                        AMENDMENT TO EMPLOYMENT AGREEMENT

                  THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of May 2,
1996, is entered into by and between Tandem Computers Incorporated ("Employer")
and Kurt Friedrich ("Executive"), to amend the employment agreement previously
entered into between Employer and Executive on May 19, 1995, as amended prior to
the date hereof (the "Employment Agreement").

                  Employer and Executive hereby agree that the Employment
Agreement shall be amended as follows:

1.       Section 3(a) is amended to change Executive's title and position from
         Senior Vice President and General Manager, Systems Development to
         Senior Vice President and General Manager of NSK/NT Product Business
         Unit and Chief Technology Officer.

2.       Section 5.01(d) is amended to add the following provisions:

         (A)      Executive will accept the new title and position identified in
                  paragraph 1 above for a one year "trial period" through April
                  30, 1997. During this period the Chief Executive Officer of
                  Employer will determine whether to offer to retain Executive
                  in this position after April 30, 1997.

         (B)      Executive will be entitled to terminate employment for
                  "Good Reason" at any time between May 1 and July 31,
                  1997, due to the reduction which the new position
                  identified in paragraph 1 above will represent from
                  his current authorities, duties and responsibilities,
                  whether or not Employer offers to retain Executive in
                  this position after April 30, 1997.  In such event,
                  Executive will be entitled to receive all payments and
                  benefits provided under Section 5.02(d).

3.       Section 5.01(e) is amended to provide that Employer will
         not terminate the employment of Executive without "Cause"
         prior to May 1, 1997.

4.       Section 5.02(d) (which applies in the event of termination of
         employment by Executive for Good Reason or by Employer without Cause)
         is amended to provide the following additional benefits:

         (A)      If Employer decides to terminate Executive's employment
                  without "Cause" prior to May 1, 1997, Employer will continue
                  to employ Executive and to pay Executive's full compensation
                  and benefits through April 30, 1997, and Executive's
                  termination of employment will become effective on April 30,
                  1997.

         (B)      Executive's rights under his outstanding stock options will be
                  determined under the terms of the applicable plans and
                  agreements, except that all of Executive's
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                  stock options which are vested at the time of his termination
                  of employment will remain outstanding and may be exercised at
                  any time on or before (i) the third anniversary of his
                  termination of employment or (ii) the original expiration date
                  of the applicable stock option, whichever occurs first.

         (C)      If Executive remains in this position after July 31, 1997,
                  Executive will no longer be entitled to terminate employment
                  for "Good Reason" as a result of the change in Executive's
                  title and position identified in paragraph 1 above.

         (D)      Executive may terminate employment for "Good Reason" due to
                  the change identified in paragraph 1 above at any time between
                  November 1, 1996 and January 31, 1997, and in such event will
                  be entitled to receive one-third (1/3) of the payments and
                  benefits provided under Section 5.02(d).

         (E)      Executive may terminate employment for "Good Reason" due to
                  the change identified in paragraph 1 above at any time between
                  February 1 and April 30, 1997, and in such event will be
                  entitled to receive two-thirds (2/3) of the payments and
                  benefits provided under Section 5.02(d).

         (F)      Executive may not terminate employment for "Good Reason" due
                  to the change identified in paragraph 1 above at any time
                  prior to November 1, 1996. In the event of any such
                  termination of employment by Executive prior to November 1,
                  1996, Executive will not be entitled to receive any of the
                  payments and benefits provided under Section 5.02(d).

         (G)      Executive will retain the right to terminate employment for
                  "Good Reason" in the future under Section 5.01(d) for reasons
                  other than the change in Executive's title and position
                  identified in paragraph 1 above.

                  IN WITNESS WHEREOF, Employer and Executive have executed this
Agreement as of the date set forth in the first paragraph hereof.

         EMPLOYER:          TANDEM COMPUTERS INCORPORATED


                            By:                      /s/ ROEL PIEPER
                                             -----------------------------------
                                                       Roel Pieper
                                                 Chief Executive Officer


         EXECUTIVE:                                /s/ KURT FRIEDRICH
                                             -----------------------------------
                                                     Kurt Friedrich

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