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                                                                   EXHIBIT 10.11
                                                       Amended December 12, 1996



                          COMPAQ COMPUTER CORPORATION

                       NONQUALIFIED STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS



         SECTION 1.  Amendment and Restatement.  The Compaq Computer
Corporation Nonqualified Stock Option Plan for Non-Employee Directors (the
"Plan") amends and restates in its entirety the Compaq Computer Corporation
1987 Nonqualified Stock Option Plan for Non-Employee Directors.

         SECTION 2.  Purpose.   The purposes of the Plan are to attract and
retain the services of experienced and knowledgeable non-employee directors, to
encourage eligible directors of Compaq Computer Corporation (the "Company") to
acquire a proprietary and vested interest in the growth and performance of the
Company, and to generate an increased incentive for directors to contribute to
the Company's future success and prosperity, thus enhancing the value of the
Company for the benefit of its stockholders.

         SECTION 3.  Definitions.  As used in the Plan, the following terms
shall have the meanings set forth below:

         (a)  "Amendment Date" shall mean December 12, 1996, the effective date
of the amendment and restatement of the Plan.

         (b)  "Annual Retainer" shall mean the amount that an Eligible Director
would be entitled to receive for serving as a director in the year following an
Election Date, but shall not include fees associated with service on any
committee of the Board, any meeting fees, or any fees associated with other
services to be provided to the Company.

         (c)  "Board" shall mean the Board of Directors of the Company.

         (d)  "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

         (e)  "Company" shall mean Compaq Computer Corporation.

         (f)  "Election Date" shall mean with respect to an Option hereunder
the date of the appointment, election, or re-election of the Director that
prompted the grant of such Option.
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         (g)  "Eligible Director" shall mean each director of the Company who
is not an employee of the Company or any of the Company's subsidiaries (as
defined in Section 425(f) of the Code).

         (h)  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

         (i)  "Fair Market Value" shall mean with respect to the Common Stock
(i) the last sale price of the Common Stock on the date on which such value is
determined, as reported on the consolidated tape of New York Stock Exchange
issues or, if there shall be no trades on such date, on the date nearest
preceding such date;  (ii)  if the Common Stock is not then listed for trading
on the New York Stock Exchange, the last sale price of the Common Stock on the
date on which such value is determined, as reported on another recognized
securities exchange or on the NASDAQ National Market System if the Common Stock
shall then be listed and traded upon such exchange or system or, if there shall
be no trades on such date, on the date nearest preceding  such date; or (iii)
the mean between the bid and asked quotations for such stock on such date (as
reported by a recognized stock quotation service) or, in the event that there
shall be no bid or asked quotations on such date, then upon the basis of the
mean between the bid and asked quotations on the date nearest preceding such
date.

         (j)  "Grant Notice" shall mean a written notice evidencing an Option
granted hereunder.

         (k)  "Option" shall mean any right granted to a Participant allowing
such Participant to purchase Shares at such price or prices and during such
period or periods as set forth under the Plan.  All Options shall be
nonqualified options not entitled to special tax treatment under Section 422A
of Code.

         (l)  "Participant" shall mean an Eligible Director who receives an
Option under the Plan.

         (m)  "Price Percentage" shall mean 50 percent unless adjusted in
accordance with Section 8(e).

         (n)  "Release Date" shall mean the fifth business day occurring after
the Company's earnings release for the preceding fiscal period.  In calculating
the Release Date, the day of an earnings release shall be counted if the
earnings release is made before the opening of trading on the New York Stock
Exchange and shall not be counted if such release is made after the opening of
trading.

         (o)  "Share Percentage" shall be 50 percent unless  adjusted in
accordance with Section 8(e).

         (p)  "Shares" shall mean shares of the common stock, $.01 par value,
of the Company.

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         (q)  "Window" shall mean a period of time beginning on a Release Date
and ending at the end of the second month of the fiscal quarter in which such
Release Date occurs.

         SECTION 4.  Administration.  The Plan shall be administered by the
Board.  Subject to the terms of the Plan, the Board shall have the power to
interpret the provisions and supervise the administration of the Plan.

         SECTION 5.  Shares Subject to the Plan.

         (a)  Total  Number.  Subject to adjustment as provided in this
Section, the total number of Shares as to which Options may be granted under
the Plan shall be 1,500,000 Shares.  Any Shares issued pursuant to Options
hereunder may consist, in whole or  in part, of authorized and unissued shares
or treasury shares.

         (b)  Reduction of Shares Available.

                 (i)  The grant of an Option will reduce the Shares as to which
Options may be granted by the number of Shares subject to such Option.

                 (ii)  Any Shares issued by the Company through the assumption
or substitution of outstanding grants from an acquired company shall not reduce
the Shares available for grants under the Plan.

         (c)  Increase of Shares Available.  The lapse, cancellation, or other
termination of an Option that has not been fully exercised shall increase the
available Shares by the number of Shares that have not been issued upon
exercise of such Option.

         (d)  Other Adjustments.  The total number and kind of shares available
for Options under the Plan or which may be allocated to any one Participant,
the number and kind of shares of Common Stock subject to outstanding Options,
and the exercise price for such Options shall be appropriately adjusted by the
Board for any increase or decrease in the number of outstanding Shares
resulting from a stock dividend, subdivision, combination of Shares,
reclassification, or other change in corporate structure affecting the Shares
or for any conversion of the Shares into or exchange of the Shares for other
shares as a result of any merger or consolidation (including a sale of assets)
or other recapitalization as may be necessary to maintain the proportionate
interest of the Option holder.

         SECTION 6.  Initial Options.  Initial Options shall be granted to
Eligible Directors as follows:

         (a) Initial Grants.  Each Eligible Director who is first elected or
appointed to the Board on or after April 25, 1996, shall be granted one Option
to acquire 12,500 Shares.  In the event that the Election Date occurs during
the Window, such Option shall be granted on the Election Date with respect to
such Option.  In the event that such Director's election or appointment does
not occur during the Window, then such Option shall be granted on the next
Release Date.

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         (b)  Terms and Conditions.  Any Option granted under this Section 6
shall be subject to the following terms and conditions:

                 (i)  Option Price.  The purchase price per Share purchasable
under an Option granted under Section 6 shall be 100% of the Fair Market Value
of a Share on the date of the grant of the Option.

                 (ii)  Exercisability.  An Option granted under Section 6(a)
shall be exercisable on the first anniversary of the Election Date.

         SECTION 7.  Annual Options.  Annual Options shall be granted to
Eligible Directors as follows:

         (a) Reelected Directors.  Each Eligible Director who is reelected to
the Board at an annual meeting of the Company's stockholders on or after the
Amendment Date and who has not received a grant under Section 6 during the
period since the most recent previous annual meeting of the Company's
stockholders shall be granted  an Option to acquire 10,000 Shares on each
Election Date on which he is reelected.

         (b)  Chairman of the Board.  Each Eligible Director who is elected or
re-elected Chairman of the Board by the Board at its meeting following an
annual meeting of the Company's stockholders on or after the Amendment Date and
who has not received a grant under Section 6 during the period since the most
recent annual meeting of the Company's stockholders shall be granted on each
Election Date on which he is elected or reelected Chairman of the Board an
Option to acquire 2,500 Shares in addition to any applicable Option granted
under Section 7(a).

         (c)  Terms and Conditions.  Any Option granted under this Section 7
shall be subject to the following terms and conditions:

                 (i)  Option Price.  The purchase price per Share purchasable
under an Option shall be 100% of the Fair Market Value of a Share on the date
of the grant of the Option.

                 (ii)  Exercisability.  An Option granted under this Section 7
shall be exercisable (A) with respect to 50% of the Shares thereunder on the
first anniversary of the Election Date related to such Option and (B) with
respect to the remaining 50% of the Shares thereunder on the second anniversary
of such Election Date.

         SECTION  8.  Options in Lieu of Cash Compensation.  Options shall be
granted to Directors in lieu of cash compensation as follows:

         (a)  Election to Receive Option.  An option shall be granted
automatically to any Eligible Director who prior to an Election Date on which
such director is re-elected to the Board by the Company's stockholders, files
with the Secretary of the Company an irrevocable election to


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receive an Option in lieu of all or a portion of his or her Annual Retainer.
On the following Election Date, each Eligible Director making such a filing
under this Section 8(a) shall be granted an Option for the number of Shares
determined under Section 8(b) below.

         (b)  Option Formula.  The number of Option shares granted on an
Election Date to any Eligible Director under this Section 8 shall be equal to
the nearest number of whole shares determined in accordance with the following
formula:

                 (Elected Portion) (Annual Retainer)             =   Number of
                 (Share Percentage) (Fair Market Value)              Shares

where Elected Portion refers to the portion of Annual Retainers elected under
Section 8(a) and Fair Market Value refers to the Fair Market Value of a Share
on the date of grant.

         (c)  Option Price.  The purchase price per Share covered by each
Option granted under this Section 8 shall be the Fair Market Value of a Share
on the date of grant multiplied by the Price Percentage.

         (d)  Exercisability.  An Option granted under this Section 8 shall be
exercisable one year from the date of grant.

         (e)  Adjustment.  In the event that any law, ruling, or regulation
shall be proposed, promulgated, or adopted after the Amendment Date that
provides that a higher Option price shall be required so that Options granted
under Section 8 of the Plan will be treated as options for tax purposes, the
Share Percentage and Price Percentage of Options granted hereafter under this
Section 8 shall be automatically adjusted to comply therewith; provided,
however, the sum of the Share Percentage and the Price Percentage shall remain
100 percent.

         SECTION  9.  General Terms.  The following provisions shall apply to
any Option granted under the Plan.

         (a)  Option Period.  Each Option shall expire ten years from its date
of grant.  Each Option shall be subject to termination before its date of
expiration as hereinafter provided.

         (b)  Termination of Service as Director.  If a Participant's service
as a Director is terminated for any reason other than death or disability, the
Participant or his beneficiary shall have the right to exercise any Option to
the extent it was exercisable at the date of such termination of service and
shall not have been exercised.  The right to exercise such Option to the extent
set forth herein shall continue until the expiration of the Option.

         (c)  Death or Disability.  If the Participant's service as a Director
is terminated by death or disability, the Participant shall have the right to
exercise a prorated number of the Shares under any Option that is not fully
exercisable prior to such event, such number to be determined by multiplying
(i) the total number of Shares subject to such Option by (ii) a fraction equal
to (A) the total of number of completed months of service since the Election
Date related to such Option divided by (B) the total number of completed months
of service from the Election Date related to such

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Option until such Option would have become fully exercisable.  The right to
exercise such Option to the extent set forth herein shall continue until the
expiration of the Option.

         (d)  Method of Exercise.  Any Option may be exercised by the
Participant in whole or in part at such time or times and by such methods as
the Board may specify.  The applicable Option Agreement may provide that the
Participant may make payment of the Option price in cash, Shares, or such other
consideration as the Board may specify, or any combination thereof, having a
Fair Market Value on the exercise date equal to the total option price.

         SECTION 10.  Change in Control.

         (a)  Immediate Vesting.  Notwithstanding any other provision of the
Plan to the contrary, upon a Change in Control, as defined below, all
outstanding Options shall vest and become  immediately exercisable.

         (b)  Change  in  Control.  A "Change in  Control" shall be deemed to
have occurred if:  (i)  any "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the Company, or
any company owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of Stock of the
Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities; (ii) during any period of two consecutive years (not
including any period prior to January 18, 1989), individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (i), (iii), or (iv) of this
Section 10(b)) whose election by the Board or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the two-year period or whose election or nomination for election was previously
so approved, cease for any reason to constitute at least a majority of the
Board of Directors; (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; provided, however, that a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 30% of the combined
voting power of the Company's then outstanding securities shall not constitute
a Change in Control of the Company; or (iv) the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the Company's
assets.

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         SECTION 11.  Amendments and Termination.

         (a)  Board Authority.  The Board may amend, alter, or discontinue the
Plan, but no amendment, alteration, or discontinuation shall be made (i) that
would impair the rights of a Participant under an Option theretofore granted,
without the Participant's consent, or (ii) without the approval of the
stockholders if such approval is necessary to comply with any tax or regulatory
requirement, including for these purposes any approval requirement which is a
prerequisite for exemptive relief from Section 16(b) of the Exchange Act, or
(iii) to Section 6, Section 7 or Section 8 more often than once every six
months.

         (b)  Prior Stockholder and Participant Approval.  Anything herein to
the contrary notwithstanding, in the event that amendments to the Plan are
required in order that the Plan or any other stock-based compensation plan of
the Company comply with the requirements of Rule 16b-3 issued under the
Exchange Act as amended from time to time or any successor rules promulgated by
the Securities and Exchange Commission related to the treatment of benefit and
compensation plans under Section 16 of the Exchange Act, the Board is
authorized to make such amendments without the consent of Participants or the
stockholders of the Company.

         SECTION 12.  General Provisions.

         (a) Nontransferability.  No Option shall be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a
Participant, except by will or the laws of descent and distribution, provided,
however, that an Option may be transferable, to the extent set forth in the
applicable Grant Notice or agreement and in accordance with procedures adopted
by the Board, if such provisions do not disqualify such Option for exemption
under Rule 16b-3.

         (b)  Compliance Requirements.  All certificates for Shares delivered
under the Plan pursuant to any Option shall be subject to such stock-transfer
orders and other restrictions as the Board may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Shares are then listed, and any applicable
federal or state securities law, and the Board of Directors may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions.  The Company shall not be required to issue or deliver any
Shares under the Plan prior to the completion of any registration or
qualification of such Shares under any federal or state law, or under any
ruling or regulation of any governmental body or national securities exchange
that the Board in its sole discretion shall deem to be necessary or
appropriate.

         (c)  Other Plans.  Nothing contained in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required by applicable law or the
rules of any stock exchange on which the Common Stock is then listed; and such
arrangements may be either generally applicable or applicable only in specific
cases.


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         (d)  Governing Law.  The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law.

         (e)  Conformity With Law.  If any provision of this Plan is or becomes
or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would
disqualify the Plan or any Option under any law deemed applicable by the Board,
such provision shall be construed or deemed amended in such jurisdiction to
conform to applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Board, materially altering the intent of
the Plan, it shall be stricken and the remainder of the Plan shall remain in
full force and effect.

         SECTION 13. Expiration. The Plan will expire when no Shares are
available for issuance.





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