RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          COMPAQ COMPUTER CORPORATION



     Compaq  Computer  Corporation,  a corporation duly organized and existing
under  the  laws  of  the  State  of Delaware (the "Corporation"), does hereby
certify  that:

     FIRST:      The  name  of the Corporation is Compaq Computer Corporation,
which  was  originally  incorporated  as  GATEWAY  TECHNOLOGY,  Inc.

     SECOND:     The  original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on February 16,
1982.

     THIRD:      This  Restated  Certificate  of  Incorporation  has been duly
adopted  in  accordance with Section 245 of the General Corporation Law of the
State  of  Delaware.

     FOURTH:     This Restated Certificate of Incorporation of the Corporation
only  restates and integrates and does not further amend the provisions of the
Corporation's  Certificate  of  Incorporation  as  heretofore  amended  or
supplemented,  and  there  is  no discrepancy between those provisions and the
provisions  of  this  Restated  Certificate  of  Incorporation.

     FIFTH:      The  Restated  Certificate  of  Incorporation  is  hereby
restated  to  read  in  its  entirety  as  follows:


                                   Article 1

     The  name  of  the  corporation  is:    Compaq  Computer  Corporation.


                                   Article 2

     The  address  of  its  registered  office  in  the  State  of Delaware is
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of  New  Castle,  Delaware  19801.    The name of its registered agent at such
address  is  The  Corporation  Trust  Company.


                                   Article 3

     The  purpose  for  which the Corporation is organized is to engage in any
lawful  act  or  activity  for  which  corporations may be organized under the
General  Corporation  Law  of  Delaware.



<PAGE>
                                   Article 4

A.          Authorized  Shares  and  Classes  of  Stock:

     The  total  number  of  shares  of stock which the Corporation shall have
authority  to  issue  is  3,010,000,000  shares  composed of (i) 3,000,000,000
shares  of  common  stock,  par  value $.01 per share (Common Stock); and (ii)
10,000,000  shares  of  preferred  stock,  par value $.01 per share (Preferred
Stock).

B.          Designations,  Rights,  Preferences and Powers of Preferred Stock:

     The designations, rights, preferences and powers in respect of the shares
of  Preferred  Stock  shall  be  as  follows:

     1.     Shares  of  Preferred  Stock  may  be issued in one or more series
which  may have such voting powers, full or limited, or no voting power as the
Board  of  Directors  may  determine.

     2.     Authority is hereby expressly granted to the Board of Directors to
fix from time to time, by resolution or resolutions providing for the issuance
of  any series of Preferred Stock, the designations, preferences and relative,
participating,  optional  or  other  special  rights  and  qualifications,
limitations  or  restrictions  thereof.

     3.     Except  as  otherwise provided in any resolution or resolutions of
the  Board  of  Directors  providing for the issue of any particular series of
Preferred Stock, the number of shares of stock of any such series so set forth
in such resolution or resolutions may be increased or decreased (but not below
the  number  of  shares  of  such  series then outstanding) by a resolution or
resolutions  adopted  by  the  Board  of  Directors.

     4.     Except  as  otherwise provided in any resolution or resolutions of
the  Board  of  Directors  providing for the issue of any particular series of
Preferred  Stock,  Preferred  Stock  redeemed  or  otherwise  acquired  by the
Corporation shall assume the status of authorized but unissued Preferred Stock
and  shall  be  unclassified  as  to series and may thereafter, subject to the
provisions  of  this  Article  4  and  to  any  restrictions  contained in any
resolution or resolutions of the Board of Directors providing for the issue of
any  such  series  of Preferred Stock, be reissued in the same manner as other
authorized  but  unissued  Preferred  Stock.


                                   Article 5

     The Board of Directors is authorized to adopt, amend or repeal the bylaws
of  the  Corporation.    Election  of directors need not be by written ballot.


                                   Article 6

     No  director  of  the  Corporation  shall  be  personally  liable  to the
Corporation  or  its stockholders for monetary damages for breach of fiduciary
duty  as  a  director;  provided, however, that the foregoing clause shall not
apply to any liability of a director (i) for any breach of the director's duty
of  loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not  in  good  faith  or  which  involve  intentional  misconduct or a knowing
violation  of  the  law,  (iii)  under  Section  174  of  the Delaware General
Corporation  Law,  or (iv) for any transaction from which the director derived
an improper personal benefit.  This Article 6 shall not eliminate or limit the
personal  liability  of  a director for any act or omission occurring prior to
the  date  this  Article  6  becomes  effective.    If  the  Delaware  General
Corporation  Law  is  hereafter  amended  to  further  eliminate  or limit the
liability  of a director of a corporation, then a director of the Corporation,
in  addition to the circumstances set forth herein, shall have no liability as
a  director  (or  such  liability  shall  be  limited)  to  the fullest extent
permitted by the Delaware General Corporation Law as so amended.  No repeal or
modification of the foregoing provisions of this Article 6 nor, to the fullest
extent  permitted  by law, any modification of law, shall adversely affect any
right  or  protection of a director of the Corporation existing at the time of
such  repeal  or  modification.

     IN  WITNESS  WHEREOF,  Compaq  Computer  Corporation  has  caused  this
Certificate  to  be  signed  by  Eckhard  Pfeiffer,  its  President  and Chief
Executive  Officer,  this  15th  day  of  December,  1997.

                                         Compaq  Computer  Corporation


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