EXHIBIT 10.11
                  Compaq Computer Corporation
                     Bonus Incentive Plan


SECTION 1.     Purpose.  The purpose of the Compaq Computer
Corporation Bonus Incentive Plan (the "Plan") is to provide
incentives for senior executives and other key employees whose
performance in fulfilling the responsibilities of their
positions can have a major impact on the profitability and
future growth of Compaq Computer Corporation (the "Company")
and its subsidiaries.


SECTION 2.     Definitions.  For the purposes of the Plan, the
following terms shall have the meanings indicated:

"Award" shall mean the grant of an award by the Committee to a
Participant pursuant to Section 4(a) or Section 4(d).

"Award Year" shall mean any calendar year with respect to the
Company's performance in which an Award is granted.

"Board of Directors" shall mean the Board of Directors of the
Company.

"Committee" shall mean the Committee designated pursuant to
Section 3. Until otherwise determined by the Board of
Directors, the Compensation Committee designated by the Board
of Directors shall be the Committee under the Plan.

"Covered Officer" shall mean at any date (i) any individual
who, with respect to the previous taxable year of the Company,
was a "covered employee" of the Company within the meaning of
Section 162(m), as hereinafter defined; provided, however, that
the term "Covered Officer" shall not include any such
individual who is designated by the Committee, in its
discretion, at the time of any Award or at any subsequent time,
as reasonably expected not to be such a "covered employee" with
respect to the current taxable year of the Company and (ii) any
individual who is designated by the Committee, in its
discretion, at the time of any Award or at any subsequent time,
as reasonably expected to be such a "covered employee" with
respect to the current taxable year of the Company or with
respect to the taxable year of the Company in which any
applicable Award will be paid.

"Net Income" shall mean for any Award Year, operating income
before taxes as determined by the Company's independent
accountants for the Award Year, reduced by the aggregate amount
of dividends on the Company's preferred stock, if any.

"Participant" shall mean a senior executive or other key
employee of the Company selected by the Committee in accordance
with Section 4(a) or Section 4(d) who receives an Award.

"Plan Funding Amount" shall mean with respect to any Award Year
an amount equal to six percent of Net Income for such year.

"QDRO" shall mean a domestic relations order acceptable to the
Committee in its sole discretion.

"Retirement" shall mean retirement from active service to the
Company upon attaining 55 years of age, if the Participant's
age plus years of active service equals at least 65, or as
otherwise determined by the Committee.

"Section 162(m)" shall mean Section 162(m) of the Internal
Revenue Code of 1986 and the rules and other authorities
thereunder promulgated by the Internal Revenue Service of the
Department of the Treasury.


SECTION 3.     Administration.

(a)  Committee.  Subject to the authority and powers of the
Board of Directors in relation to the Plan as hereinafter
provided, the Plan shall be administered by a Committee
designated by the Board of Directors consisting of two or more
members of the Board of Directors each of whom is an "outside
director" within the meaning of Section 162(m).  The Committee
shall have full authority to interpret the Plan and from time
to time to adopt such rules and regulations for carrying out
the Plan as it may deem best; provided, however, that the
Committee may not exercise any authority otherwise granted to
it hereunder if such action would have the effect of increasing
the amount of an Award to any Covered Officer.

(b)  Committee Determinations.  All determinations by the
Committee shall be made by the affirmative vote of a majority
of its members, but any determination reduced to writing and
signed by a majority of the members shall be fully as effective
as if it had been made by a majority vote at a meeting duly
called and held.  All decisions by the Committee pursuant to
the provisions of the Plan and all orders or resolutions of the
Board of Directors pursuant thereto shall be final, conclusive
and binding on all persons, including the Participants, the
Company and its subsidiaries, and stockholders.


SECTION 4.     Eligibility for and Payment of Awards.

(a)  Eligible Employees.  Subject to the provisions of the
Plan, in each calendar year the Committee may select officers
or employees (including officers or employees who are also
directors) of the Company or any of its subsidiaries who will
be eligible to earn Awards under the Plan with respect to such
year and determine the amount of such Awards and the conditions
under which they may be earned.

(b)  Payment of Awards.  Awards that are earned with respect to
any Award Year shall be paid in cash to Participants at such
times and in such amounts as are determined by the Committee.

(c)  Deferred Compensation Plan.  Notwithstanding the
provisions of Section 4(b), if, prior to any date established
by the Committee for payment of any Award or portion thereof, a
Participant shall so elect, in accordance with procedures
established by the Committee, all or any part of an Award or
portion thereof shall be deferred and paid in one or more
periodic installments in accordance with the Compaq Computer
Corporation Deferred Compensation and Supplemental Savings
Plan.

(d)  Awards to Covered Officers.

     (i)  Notwithstanding the provisions of Sections 4(a),
     4(b), and 5(a) hereof, any Award to any Covered Officer
     shall be granted in accordance with the provisions of this
     Section 4(d).  Subject to the discretion of the Committee
     as set forth in Section 5(b) hereof, the amount of the
     Award that may be granted with respect to any Award Year
     to any Covered Officer at the time of such grant shall be
     15% of the Plan Funding Amount for such Award Year.

     (ii) Any provision of the Plan to the contrary
     notwithstanding, no Covered Officer shall be entitled to
     any payment of an Award with respect to an Award Year
     unless the members of the Committee shall have certified
     the Plan Funding Amount for such Award Year.


SECTION 5.  General Provisions.

(a)  Adjustments to Net Income.  If Net Income for any year
shall have been affected by special factors (including material
changes in accounting policies or practices, material
acquisitions or dispositions of property, or other unusual
items) that in the Committee's judgment should or should not be
taken into account, in whole or in part, in the equitable
administration of the Plan, the Committee may, for any purpose
of the Plan, adjust Net Income and make payments accordingly
under the Plan.

(b)  No Adjustments for Covered Officers.  Notwithstanding the
provisions of subparagraph (a) above, any adjustments made in
accordance with or for the purposes of subparagraph (a) shall
be disregarded for purposes of calculating the Plan Funding
Amount if and to the extent that such adjustments would have
the effect of increasing the Plan Funding Amount.  In addition,
the Committee may, in the exercise of its discretion, reduce or
eliminate the amount of an Award to a Covered Officer otherwise
calculated in accordance with the provisions of Section 4(d)
prior to payment thereof.

(c)  No Assignment.  No portion of any Award under the Plan may
be assigned or transferred otherwise than by will or by the
laws of descent and distribution or pursuant to a QDRO prior to
the payment thereof.

(d)  Tax Requirements.  All payments made pursuant to the Plan
shall be subject to withholding in respect of income and other
taxes required by law to be withheld, in accordance with
procedures to be established by the Committee.

(e)  No Additional Participant Rights.  The selection of an
individual for participation in the Plan shall not give such
Participant any right to be retained in the employ of the
Company or any of its subsidiaries, and the right of the
Company or any such subsidiary to dismiss or discharge any such
Participant, or to terminate any arrangement pursuant to which
any such Participant provides services to the Company is
specifically reserved.  The benefits provided for Participants
under the Plan shall be in addition to, and shall in no way
preclude, other forms of compensation to or in respect of such
Participants.

(f)  Liability.  The Board of Directors and the Committee shall
be entitled to rely on the advice of counsel and other experts,
including the independent accountants for the Company.  No
member of the Board of Directors or of the Committee or any
officers of the Company or its subsidiaries shall be liable for
any act or failure to act under the Plan, except in
circumstances involving bad faith on the part of such member or
officer.

(g)  Other Compensation Arrangements.  Nothing contained in the
Plan shall prevent the Company or any subsidiary or affiliate
of the Company from adopting or continuing in effect other
compensation arrangements, which arrangements may be either
generally applicable or applicable only in specific cases.


SECTION 6.     Amendment and Termination of the Plan.  The
Board of Directors may at any time terminate, in whole or in
part, or from time to time amend the Plan, provided that,
except as otherwise provided in the Plan, no such amendment or
termination shall adversely affect the rights of any
Participant under any Awards deferred by such Participant
pursuant to Section 4(c).  In the event of such termination, in
whole or in part, of the Plan, the Committee may in its sole
discretion direct the payment to Participants of any Awards not
theretofore paid out prior to the respective dates upon which
payments would otherwise be made hereunder to such
Participants, in a lump sum or installments as the Committee
shall prescribe with respect to each such Participant.  The
Board of Directors may at any time and from time to time
delegate to the Committee any or all of its authority under
this Section 6.  Any amendment to the Plan that would affect
any Covered Officer shall be approved by the Company's
stockholders if required by and in accordance with Section
162(m).