<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

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

For the Fiscal Year Ended December 31, 1996     Commission File Number 1-9026

                          COMPAQ COMPUTER CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                76-0011617
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                Identification No.)

                       20555 SH 249, Houston, Texas 77070
                                 (281) 370-0670
         (Address, including zip code, and telephone number, including area
            code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

                                               Name of each exchange on
     Title of each class                           which registered
     -------------------                       ------------------------
  Common Stock, $.01 par value                  New York Stock Exchange
        Debt Securities                                  None

Securities registered pursuant to Section 12(g) of the Act:  None

        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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

        The aggregate market value of the voting stock held by non-affiliates of
the registrant on January 31, 1997 (assuming all officers and directors are
affiliates and based on the last sale price on the New York Stock Exchange as of
such date) was $23.6 billion.

        The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of January 31, 1997, was 274 million.

                      DOCUMENTS INCORPORATED BY REFERENCE

        There is incorporated by reference in Part II and Part III of this
Annual Report on Form 10-K certain of the information contained in the
registrant's annual report to stockholders for the year ended December 31, 1996,
and the registrant's proxy statement for its annual meeting of stockholders to
be held April 24, 1997 which will be filed by the registrant within 120 days
after December 31, 1996.
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PART I

Item 1.  Business

General

        Compaq Computer Corporation ("Compaq"), founded in 1982, designs,
develops, manufactures and markets a wide range of computing products, including
desktop computers, portable computers, workstations, communications products and
tower PC servers and peripheral products that store and manage data in network
environments. Compaq markets its products primarily to business, home,
government and education customers, operating in one principal industry segment
across geographically diverse markets.

        In 1996, Compaq reinforced its position as the largest supplier of
personal computers in the world. It maintained approximately 10% of the
expanding worldwide PC market by focusing its business activities on expanding
sales to new customers while augmenting sales to its existing customer base.
Business customers account for the largest portion of Compaq's sales. Business
customers are attracted to Compaq's products for a variety of reasons, including
Compaq's reputation for reliability, price, product performance and
technological excellence, the availability of a wide variety of application
software products, ease of use and connectivity solutions.

        Also in 1996, Compaq maintained its world leadership position in 
distributed enterprise solutions with an approximate 30% worldwide market 
share in PC server products.  In November 1996, Compaq shipped its 
one-millionth server.  Over the last few years, Compaq has expanded its 
servers to new levels of midrange class functionality, availability, fault 
tolerance and manageability for both mainstream and mission-critical 
applications.

        In the future, Compaq will continue to integrate hardware and software
to furnish the building blocks of personal and corporate computing while
participating in software and communications markets either directly or through
business alliances. Through this strategy, Compaq expects to become a leading
provider of enterprise-wide solutions for business as well as information
appliances for the home by offering the products and services that customers
need to easily access and manage information. Compaq believes its key to success
is leveraging Compaq's marketing skills, engineering talent, purchasing power,
manufacturing capabilities, distribution strengths and brand name to bring to
market high-quality cost-competitive products in different price ranges with
features that appeal to a wide variety of customers.


Compaq Products

        Compaq's products are available with a broad variety of functions and
features designed to accommodate a wide range of user needs. In 1996, Compaq
formed a new organization by pulling new and existing divisions into four
customer-focused, global product groups: PC Products, Enterprise Computing,
Consumer Products and Communication Products. Compaq also consolidated its five
geographic sales regions into a worldwide, sales, marketing, service and support
organization, strengthening the focus on global sales, global marketing, global
brand management and global service and support.

        PC Products Group. In 1996, the PC Products Group, responsible for
desktop and portable PC products, accounted for 58% of Compaq's sales. In July
1996, Compaq redesigned and consolidated its commercial desktop PC line under a
single brand name, Deskpro. In the summer of 1996, Compaq announced the broadest
new range of products in its history, including three distinct families of new
portable PCs under a single brand name, Armada. Compaq plans to continue its
desktop leadership in 1997 with the continued delivery of Pentium Pro-based
products that will address the high performance and graphic-display intensive
needs of engineering and financial customers. In 1997, Compaq plans to introduce
a new product family that will bring to market significant advances in sound
quality, telephone and communications capabilities.

        Enterprise Computing Group. The Enterprise Computing Group had sales of
PC system products and related options that 


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accounted for 26% of Compaq's sales in 1996. Compaq's powerful platforms deliver
industry-leading price/performance ratios and are supported by new clustering
and internetworking solutions, strategic partnerships with leading enterprise
software vendors and world-class, seven days a week, 24 hour, global service and
support. Beginning in February 1996, all of Compaq's servers were shipped with
Internet server capabilities. In October 1996, Compaq introduced five models of
workstations based on Intel Pentium Pro microprocessors and the Microsoft
Windows NT operating system. In 1997, the Enterprise Computing Group plans to
reinforce its strong position in the file server market and to expand its
presence in the distributed enterprise market for complex enterprise-class
networks. Compaq will continue its efforts in developing an industry standard
for clustering, a technique that permits the resources of several computers to
be linked. In addition, Compaq intends to be the Internet platform leader, both
on the network server side and the client side.

        Consumer Products Group. In 1996, the Consumer Products Group, which
markets computers and related options aimed at the consumer and home office
market, accounted for 16% of Compaq's sales. In January 1996, Compaq introduced
its spring lineup of home multimedia PCs that included the industry's first
combination scanner/keyboard, "rewritable" CD-ROM drives and Pentium processors.
Also in 1996, Compaq unveiled a new family of Presario home PCs designed for
every member of the family. To meet the specific needs of five distinct market
segments (Home and Family, Home Office, Multimedia Enthusiast, Design Conscious
and Mobile Computing), each Presario product family has been engineered as a
solution that will satisfy the needs of every aspect of the evolving home PC
market. In addition, Compaq is currently evaluating technology developments such
as videophone communications, arcade-level graphics, easier to use software
interfaces and colorful new PC designs. In February 1997, Compaq announced the
Presario 2000 series, a series of PCs that combine leading-edge technology and
features at low prices.

        Communication Products Group. In March 1996, Compaq introduced the
Compaq Netelligent networking product line, consisting of more than 100
individual networking products, including managed and unmanaged switches and
repeaters and Ethernet and Token Ring controllers. The Compaq Netelligent
product line is a range of scaleable, network solutions for smaller businesses
and workgroups/departments in larger corporations. Some of the Communication
Products Group's offerings include the industry's first Fast Ethernet controller
optimized for use in Pentium Pro servers, Fast Ethernet stackable repeaters that
break the $100 per port price barrier and the unique Smart Uplink option that
allows Netelligent Fast Ethernet networks to scale beyond the physical distances
supported by most competitive offerings. In 1997, the Communication Products
Group will continue to deliver products focused on easing the migration to
high-speed networks. Development efforts will center on switches, repeaters and
options that lower the cost and complexity of Ethernet to Fast Ethernet
migration, as well as access products for high performance remote/mobile office
connectivity.

        Compaq offers a number of options through each of its product groups,
including memory upgrades, storage and backup devices, docking stations,
keyboards and communications products and is the world's leading seller of video
display monitors. In 1996, Compaq launched a number of new server, desktop and
portable option products, including five new monitors, an advanced modem PC card
for its "Telephony-Ready" portable computers, a new 120MB diskette drive and
other personal storage management solutions, such as a scanner keyboard and a
rewriteable optical drive.


Product Development

        Compaq is actively engaged in the design and development of additional
products and enhancements to its existing products. During 1996, 1995 and 1994,
Compaq expended $407 million, $270 million and $226 million, respectively, on
research and development. Since personal computer technology develops rapidly,
Compaq's continued success is dependent on the 


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timely introduction of new products with the right price and features. Its
engineering effort focuses on new and emerging technologies as well as design
features that will increase manufacturing efficiency and lower production costs.
In 1996, Compaq focused significant attention on technological developments for
enterprise computing, including SMP servers, high-availability and failover
solutions, storage technology, enterprise systems management, integration and
configuration optimization, Internet and Intranet technologies, as well as
networking and communications products. In the portable area, Compaq focused on
increasing commonality of subassemblies and incorporating testability features
in order to reduce testing time and test equipment requirements. In desktops,
Compaq focused on design innovations and new technologies to improve run rate
and ease assembly and serviceability.


        Compaq's product development efforts are centered on aggressively
developing new areas in which Compaq can differentiate its products and add
value, focusing on innovative platform features, the integration of hardware and
software, and new related products and services. Because Compaq's business now
intersects with a number of areas in which other companies have significantly
greater technological, marketing and service expertise, Compaq has focused on
alliances with third parties that have complementary products and skills as well
as acquisitions that target incremental business opportunities.


Manufacturing and Materials

        Compaq's PC manufacturing operations consist of manufacturing finished
products and various circuit boards from components and subassemblies that
Compaq acquires from a wide range of vendors. Certain of Compaq's products are
manufactured by third party original equipment manufacturers. Compaq has
manufacturing operations located in Houston, Texas; Erskine, Scotland;
Singapore; Jaguarina, Brazil; and Shenzhen, China. Products sold in Europe are
manufactured primarily in Compaq's facilities in Erskine, Scotland, and
Singapore. Products sold in the U.S. are primarily manufactured in Compaq's
facilities in Houston, Texas, and Singapore. Products sold in Asia are primarily
manufactured in Singapore, while products sold in Latin America are primarily
manufactured in Houston, Texas, and Jaguarina, Brazil. In addition, Compaq
manufactures hubs and high speed switches in Irving, Texas, and network
interface cards in Austin, Texas.

        Compaq believes that there is a sufficient number of competent vendors
for most components and subassemblies. A significant number of components,
however, are purchased from single sources due to technology, availability,
price, quality or other considerations. Order lead times and cancellation
requirements vary by supplier and component. Key components and processes
currently obtained from single sources include certain of Compaq's displays,
operating systems, microprocessors, application-specific integrated circuits and
other custom chips and certain processes relating to construction of the housing
for Compaq's computers. Compaq will begin negotiation of a renewal of its
operating system license agreement with Microsoft Corporation in 1997. In
addition, new products introduced by Compaq often initially utilize custom
components obtained from only one source until Compaq has evaluated whether
there is a need for additional suppliers. In the event that a supply of a key
single-sourced material, process or component were delayed or curtailed,
Compaq's ability to ship the related product in desired quantities and in a
timely manner could be adversely affected. Compaq attempts to mitigate these
risks by working closely with key suppliers on product plans, inventory
management and coordinated product introductions.

        Like other participants in the personal computer industry, Compaq
ordinarily acquires materials and components through purchase orders typically
covering Compaq's requirements for periods averaging 90 to 120 days. From time
to time Compaq has experienced significant price increases and limited
availability of certain components that are available from multiple sources. At
times Compaq has been constrained by parts availability in meeting product
orders and future constraints could have an adverse effect on Compaq's operating
results. On occasion, Compaq 


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acquires component inventory in anticipation of supply constraints. A 
restoration of component availability and resulting decline in component 
pricing more quickly than anticipated could have an adverse effect on Compaq's 
operating results.


Marketing and Distribution

        Compaq distributes its products principally through third-party computer
resellers. Compaq's products are sold to large and medium-sized business and
government customers primarily through dealers, value-added resellers and
systems integrators and to small business and home customers principally through
dealers and consumer channels. In response to changing industry practices and
customer preferences, Compaq is continuing its expansion of distribution
establishments, especially mass merchandise stores, consumer electronics outlets
and computer superstores. Compaq also sells directly to small business and home
customers through Compaq's mail order business that features a variety of
personal computers, printers and software products.

        In 1996, North American sales constituted 53% of Compaq's total sales
and Europe, Middle East and Africa sales constituted 33%. Compaq's North America
Division markets its products in the United States and Canada, while Compaq's
Europe, Middle East and Africa Division, based in Munich, Germany, focuses on
opportunities in Europe as well as in parts of Africa and the Middle East. The
sales of Compaq's Asia/Pacific, Japan and Latin America Divisions, which focus
on opportunities in these high growth areas, constitute the remaining 14% of
Compaq's total sales. Compaq's products are now sold by dealers in more than 100
countries. For further geographic information for 1996, 1995 and 1994, see
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Note 10 of the Notes to Consolidated Financial Statements
contained in Compaq's annual report to stockholders for the year ended December
31, 1996.

        In January 1997, Compaq announced its plans to provide financial product
offerings for its end user customers that will provide more flexible financing 
alternatives for advanced information systems. These products are initially 
targeted for introduction in North America in 1997.


Service and Support

        Compaq provides support and warranty repair to its customers through
full-service computer dealers and independent third-party service companies.
Compaq offers its customers CompaqCare, which includes a number of customer
service and support programs, most notably one- to three-year limited warranties
on PC products and in the U.S., round-the-clock telephone technical support for
Compaq hardware products.


Patents, Trademarks, and Licenses

        Compaq held 528 patents, had 87 patents accepted and awaiting issuance
and had 671 patent applications pending with the United States Patent and
Trademark Office at the close of 1996, as well as related international patents
and patent applications. In addition, Compaq has registered certain trademarks
in the United States and in a number of foreign countries. While Compaq believes
that patent and trademark protection plays an important part in its business,
Compaq relies primarily upon the technological expertise, innovative talent and
marketing abilities of its employees.

        Compaq has from time to time entered into cross-licensing agreements
with other companies holding patents to technology used in Compaq's products as
well as with companies using patents to technology held by Compaq. Compaq holds
a license from IBM for all patents issuing on applications filed prior to July
1, 1993, and has entered into a patent cross-license agreement with Texas
Instruments, Inc., for all patents issuing on applications filed prior to
December 31, 2005. In January 1996, Compaq and Intel Corporation entered into a
ten-year patent cross-license agreement

       Because of rapid technological changes in the computer industry, 
extensive patent and 


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copyright coverage, and the rapid establishment of new copyright and patent
rights, certain components of the products designed by Compaq or purchased from
third parties may unknowingly infringe intellectual property rights of others.
Compaq believes, based in part on industry practices, that if any infringements
do exist, Compaq will be able to modify its products to avoid infringement,
obtain components that are licensed or do not infringe, or obtain licenses or
rights to such intellectual property on terms not having a material adverse
effect on Compaq. There can be no assurance, however, that Compaq will be able
to ensure that component supplies or that the cost of components are not
adversely affected by legal proceedings in which an adverse determination is
made with respect to intellectual property rights of Compaq or one of its
suppliers. To minimize the impact of intellectual property claims by third
parties, Compaq pursues an active patent portfolio development plan.

Seasonality

        General economic conditions have an impact on Compaq's business and
financial results. From time to time, the markets in which Compaq sells its
products experience weak economic conditions that may negatively affect sales.
Although Compaq does not consider its business to be highly seasonal, Compaq in
general experiences seasonally higher sales and earnings in the second half of
the year. Should Compaq's retail business expand relative to its other
businesses, Compaq could experience an increase in the seasonality of its
business and financial results could become more dependent on retail business
fluctuations.


Customers

        No customer of Compaq accounted for 10% or more of sales for 1996. In
1996, Compaq's five largest resellers represented approximately 27% of Compaq's
1996 sales.


Backlog

        Compaq's resellers typically purchase products on an as-needed basis and
resellers frequently change delivery schedules and order rates depending on
market conditions. Unfilled orders can be, and often are, canceled at will and
without penalties. In Compaq's experience, however, the actual amount of
unfilled orders at any particular time is not a meaningful indication of its
future business prospects since orders rapidly become balanced as soon as supply
begins meeting demand. In 1996, Compaq was unable to produce certain products on
a timely basis due to supply constraints on certain components. Forecasting
demand for newly introduced products is complicated by the availability of
different product models, which may include various types of built-in
peripherals and software, and the configuration requirements, such as language
localization, in certain markets. As a result, while overall demand may be in
line with Compaq's projections and manufacturing implementation, local market
variations can lead to differences between expected and actual demand and
resulting delays in shipment. Should Compaq be unable to meet demand for its
products on a timely basis, customer satisfaction and sales could be adversely
affected.


Competition

        The computer industry is intensely competitive with many U.S., Japanese
and other international companies vying for market share. The market continues
to be characterized by rapid technological advances in both hardware and
software developments that have substantially increased the capabilities and
applications of information management products and have resulted in the
frequent introduction of new products. The principal elements of competition are
price, product performance, product quality and reliability, service and
support, marketing and distribution capability and corporate reputation. While
Compaq believes that its products compete favorably based on each of these
elements, Compaq could be adversely affected if its competitors introduce
innovative or technologically superior products or offer their products at
significantly lower prices than Compaq. Compaq's results could also be adversely
affected should it be unable to implement effectively its technological and
marketing alliances with other companies, such as 


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Microsoft, Intel, Novell, Oracle, SAP and Texas Instruments, among others, 
and to manage the competitive risks associated with these relationships.


Environmental Laws and Regulations

        Compaq recognizes that operating in a manner that is compatible with the
environment is good for its community, employees, customers and business. Compaq
integrates numerous environmental features in the product design and
manufacturing process that reduce the potential environmental impact during the
lifecycle of its products and its products are designed and manufactured to meet
a variety of the world's environmental standards and expectations. Compaq uses
no chlorofluorocarbons (CFCs) in its worldwide manufacturing operations and
undertakes ongoing environmental programs, including waste reduction, energy
conservation, recycling and design for environment. Compaq maintains a worldwide
environmental health and safety audit program. The audit program includes
management system and compliance evaluations. Compliance with laws enacted for
protection of the environment to date has had no material effect upon Compaq's
capital expenditures, earnings or competitive position. Although Compaq does not
anticipate any material adverse effects in the future based on the nature of its
operations and the purpose of environmental laws and regulations, there can be
no assurance that such laws or future laws will not have a material adverse
effect on Compaq.


Employees

        At December 31, 1996 Compaq had approximately 18,900 full-time regular
employees and 7,500 temporary and contract workers engaged in manufacturing
operations, engineering, research and development, marketing, sales, service and
administrative activities. Compaq believes that its ability to attract and
retain skilled personnel appropriately is critical to its success. Accordingly,
Compaq has developed competitive human resources policies consistent with its
business plan.


Item 2.  Properties

        Compaq's principal administrative facilities and a manufacturing
facility are located in Houston, Texas. These facilities include 632,000 square
feet of manufacturing space, 327,000 square feet of distribution center space
and 250,000 square feet of warehouse space on Compaq's 1,000-acre Compaq Center
in Houston. Compaq owns 13 administrative buildings with a total of 2,363,000
square feet of space at Compaq Center. Compaq leases sales offices in twelve
cities in the United States as well as certain administrative and warehouse
facilities. Compaq leases manufacturing facilities in Austin, Texas, and Irving,
Texas, that are used in the manufacture of hubs, high speed switches and network
interface cards.

        Compaq also owns or leases certain facilities abroad. Compaq owns a
43-acre tract in Erskine, Scotland, where it has 540,000 square feet of
manufacturing space. In Singapore, Compaq owns 720,000 square feet of
manufacturing space and leases 150,000 square feet. In Brazil, Compaq owns a
150,000 square foot manufacturing facility and in China, Compaq leases a 90,000
square foot manufacturing facility. Compaq leases sales and administrative
offices in 40 European and African locations, 9 locations in Latin America, 21
locations in the Asia Pacific region, 3 locations in Japan and 5 locations in
Canada. Compaq owns a 372,000 square foot European distribution center in
Gorinchem, The Netherlands. Compaq also leases warehouse space in a number of
locations.


Item 3.  Legal Proceedings

        Compaq is subject to legal proceedings and claims that arise in the
ordinary course of its business. Management does not believe that the outcome of
any of those matters will have a material adverse effect on Compaq's financial
condition or results of operations.


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Item 4.  Submission of Matters to a Vote of Security Holders

        There were no matters submitted to a vote of security holders during the
fourth quarter of 1996.


PART II

Items 5 to 9 inclusive.

        These items have been omitted in accordance with the general
instructions to Form 10-K Annual Report.  Reference is made to the information
provided on pages 24 through 54 and page 56 of Compaq's annual report to
stockholders for the year ended December 31, 1996, which information is hereby
incorporated by reference.


PART III

Items 10 to 13 inclusive.

        These items have been omitted in accordance with the general 
instructions to Form 10-K Annual Report. The Registrant will file with the 
Commission in March 1997, pursuant to Regulation 14A, a definitive proxy 
statement that will involve the election of directors. The information required
by these items will be included in such proxy statement and are incorporated 
herein by reference.



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PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

        (a) The following documents are filed as a part of this report:

1.      Financial Statements.

The financial statements listed below are incorporated by reference as part of
this annual report:

        Report of Independent Accountants
        Consolidated Balance Sheet at December 31, 1996 and 1995 
        Consolidated Statement of Income for the three years ended 
          December 31, 1996
        Consolidated Statement of Cash Flows for the three years ended 
          December 31, 1996 
        Consolidated Statement of Stockholders' Equity for the three
          years ended December 31, 1996 
        Notes to Consolidated Financial Statements

Financial Statement Schedule; the following items are filed as part of this
annual report.

        Report of Independent Accountants
             For the three years ended December 31, 1996:
        Schedule II: Valuation and Qualifying Accounts 

3.      Exhibits.

         Exhibit
           No.                     Description of Exhibits

        3.1     Restated Certificate of Incorporation of Registrant 
                (incorporated herein by reference to Exhibit 3.1 to the 
                Registrant's Form 10-Q for the quarter ended 
                September 30, 1996).
        3.2     Bylaws of Registrant, as amended (incorporated herein by 
                reference to Exhibit No. 3.5 to the Registrant's Form 10-Q for 
                the quarter ended June 30, 1992).
        4.1     Senior Debt Indenture dated as of March 1, 1994, between the 
                Registrant and NationsBank of Texas, National Association, 
                Trustee (incorporated by reference to Exhibit 4.a to the 
                Registrant's Registration Statement No. 33-63436 on Form S-3 
                (the "Form S-3")).
        4.2     Specimen of the Registrant's 6 1/2% senior notes due March 1999
                (incorporated by reference to the Registrant's Form 8-K dated 
                March 10, 1994 (the "March 1994 Form 8-K")).
        4.3     Specimen of the Registrant's 7 1/4% senior notes due March 15, 
                2004 (incorporated by reference to the March 1994 Form 8-K).
        10.1    Registrant's 1982 Stock Option Plan, as amended (incorporated 
                herein by reference to the corresponding exhibit in the 
                Registrant's Form 10-Q for the quarter ended June 30, 1989 
                (the "1989 Second Quarter Form 10-Q")). *
        10.2    Registrant's 1985 Stock Option Plan (incorporated herein by 
                reference to Exhibit 10.3 to the Registrant's Form 10-K for 
                the year ended December 31, 1991 (the "1991 Form 10-K")). *
        10.3    Registrant's 1985 Executive and Key Employees Stock Option 
                Plan, as amended (incorporated herein by reference to Exhibit 
                10.3 to the 1989 Second Quarter Form 10-Q). *
        10.4    Registrant's 1985 Nonqualified Stock Option Plan, as amended 
                (incorporated herein by reference to Exhibit 10.4 to the 1989 
                Second Quarter Form 10-Q). *


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        10.5    Forms of Stock Option Agreements relating to Exhibits 10.1 
                through 10.5 (incorporated herein by reference to Exhibit 10.6 
                to the Registrant's Form 10-K for the year ended December 
                31, 1987). *
        10.6    Registrant's 1989 Equity Incentive Plan, as amended. *
        10.7    Form of Stock Option Notice relating to Exhibit 10.6, 
                as amended. *
        10.8    Registrant's 1995 Equity Incentive Plan, as amended. *
        10.9    Form of Stock Option Notice relating to Exhibit 10.8, 
                as amended. *
        10.10   Registrant's Bonus Incentive Plan (incorporated herein by 
                reference to Exhibit 10.11 to the Registrant's Form 10-K for 
                the year ended December 31, 1995).*
        10.11   Registrant's Stock Option Plan for Non-Employee Directors, 
                as amended. *
        10.12   Registrant's Forms of Stock Option Notice relating to 
                Exhibit 10.11. *
        10.13   Registrant's Deferred Compensation and Supplemental Savings 
                Plan, as amended (incorporated herein by reference to Exhibit 
                10.10 to the Registrant's Form 10-K for the year ended 
                December 31, 1993). *
        10.14   Employment Agreement dated as of January 1, 1992 between the 
                Registrant and Eckhard Pfeiffer (incorporated by reference to 
                Exhibit 10.15 to the 1991 Form 10-K). *
        10.15   Form of letter agreement between Registrant and its executive 
                officers (incorporated by reference to Exhibit 10.16 to the 
                1991 Form 10-K). *
        10.16   $250,000,000 Credit Agreement dated as of October 31, 1995 
                among Compaq Computer Corporation, the banks signatory 
                thereto, Bank of America National Trust and Savings Association
                as Administrative Agent (incorporated by reference to Exhibit 
                10.17 to the Registrant's From 10-K for the year ended 
                December 31, 1995).
        10.17   Amended and Restated Credit Agreement dated as of October 29, 
                1996 relating to the Credit Agreement identified in Exhibit 
                10.16 above (and increasing such facility to $500,000,000).
        10.18   $1,000,000,000 Credit Agreement dated as of October 31, 1995 
                among Compaq Computer Corporation, the banks signatory thereto,
                Bank of America National Trust and Savings Association as 
                Administrative Agent (incorporated by reference to Exhibit 
                10.18 to the Registrant's From 10-K for the year ended 
                December 31, 1995).
        10.19   Amended and Restated Credit Agreement dated as of October 29, 
                1996 relating to the $1,000,000,000 Credit Agreement identified
                in Exhibit 10.18 above.
        11      Statement regarding the computation of per share earnings. 
        13      Pages 24 through 54 and page 56 of the Registrant's annual 
                report to stockholders for the year ended December 31, 1996.
        21      Subsidiaries of Registrant.
        23      Consent of Price Waterhouse LLP, independent accountants.
        27      Financial Data Schedule (EDGAR version only).

        * Indicates management contract or compensatory plan or arrangement.

        (b) Reports on Form 8-K.

        Current Report on Form 8-K dated October 16, 1996. 
        Current Report on Form 8-K dated January 22, 1996.

        Compaq, the Compaq logo, ProLiant, Deskpro, Compaq Insight Manager, LTE,
Presario, ProSignia, SmartStart, and Smart Uplink are registered trademarks of
Compaq Computer Corporation. DirectPlus and CompaqCare are registered service
marks of Compaq Computer CorporationOther product names mentioned herein may be
trademarks or registered trademarks of their respective companies.


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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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 on this 26th day of
February, 1997.

                                           Compaq Computer Corporation


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



        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

        Signature                        Title                 Date
        ---------                        -----                 ----

 /s/     ECKHARD PFEIFFER        President and Director        February 26,1997
-------------------------------  (principal executive officer)
        (Eckhard Pfeiffer)

/s/     EARL L. MASON            Senior Vice President         February 26,1997
-------------------------------  and Chief Financial Officer
        (Earl L. Mason)          (principal financial officer)


/s/     BENJAMIN M. ROSEN        Chairman of the               February 26,1997
-------------------------------  Board of Directors
        (Benjamin M. Rosen)


/s/     LAWRENCE T. BABBIO, JR.  Director                      February 26,1997
-------------------------------
        (Lawrence T. Babbio, Jr.)


/s/     ROBERT TED ENLOE, III    Director                      February 26,1997
-------------------------------
        (Robert Ted Enloe, III)


/s/     GEORGE H. HEILMEIER      Director                      February 26,1997
-------------------------------
        (George H. Heilmeier)


/s/     GEORGE E.R. KINNEAR II   Director                      February 26,1997
-------------------------------
        (George E.R. Kinnear II)


/s/     PETER N. LARSON          Director                      February 26,1997
-------------------------------
        (Peter N. Larson)


/s/     KENNETH L. LAY           Director                      February 26,1997
-------------------------------
        (Kenneth L. Lay)



                                       11
<PAGE>   12

/s/     KENNETH ROMAN            Director                      February 26,1997
-------------------------------
        (Kenneth Roman)



/s/     LUCILLE S. SALHANY       Director                      February 26,1997
-------------------------------
        (Lucille S. Salhany)



                                       12
<PAGE>   13


                          COMPAQ COMPUTER CORPORATION

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE



To the Board of Directors of Compaq Computer Corporation

Our audits of the consolidated financial statements referred to in our report
dated January 21, 1997 appearing in the 1996 Annual Report to Stockholders of
Compaq Computer Corporation (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.



PRICE WATERHOUSE LLP

Houston, Texas
January 21, 1997


<PAGE>   14



                                                                  SCHEDULE II

                          COMPAQ COMPUTER CORPORATION
                        VALUATION AND QUALIFYING ACCOUNTS
                        Allowance for Doubtful Accounts

-------------------------------------------------------------------------------

Year ended December 31,
In millions                               1996          1995           1994
-------------------------------------------------------------------------------

Balance, beginning of period           $     100    $      75       $     49 
Additions charged to expense                 155           43             36 
Reductions                                   (28)         (18)           (10)
                                       ----------------------------------------
Balance, end of period                 $     227    $     100       $     75 
                                       ========================================


<PAGE>   15
                              INDEX TO EXHIBITS

         Exhibit
           No.                     Description of Exhibits

        10.6    Registrant's 1989 Equity Incentive Plan, as amended. *
        10.7    Form of Stock Option Notice relating to Exhibit 10.6, 
                as amended. *
        10.8    Registrant's 1995 Equity Incentive Plan, as amended. *
        10.9    Form of Stock Option Notice relating to Exhibit 10.8, 
                as amended. *
        10.11   Registrant's Stock Option Plan for Non-Employee Directors, 
                as amended. *
        10.12   Registrant's Forms of Stock Option Notice relating to 
                Exhibit 10.11. *
        10.17   Amended and Restated Credit Agreement dated as of October 29, 
                1996 relating to the Credit Agreement identified in Exhibit 
                10.16 above (and increasing such facility to $500,000,000).
        10.19   Amended and Restated Credit Agreement dated as of October 29, 
                1996 relating to the $1,000,000,000 Credit Agreement identified
                in Exhibit 10.18 above.
        11      Statement regarding the computation of per share earnings. 
        13      Pages 24 through 54 and page 56 of the Registrant's annual 
                report to stockholders for the year ended December 31, 1996.
        21      Subsidiaries of Registrant.
        23      Consent of Price Waterhouse LLP, independent accountants.
        27      Financial Data Schedule (EDGAR version only).

        * Indicates management contract or compensatory plan or arrangement.