EXHIBIT 3.1

            RESTATED CERTIFICATE OF INCORPORATION

                             OF

                 COMPAQ COMPUTER CORPORATION



     COMPAQ Computer Corporation, originally incorporated as
GATEWAY  TECHNOLOGY, INC., 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.



                          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  1,010,000,000
shares composed of (i) 1,000,000,000 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.

             ___________________________________

      RESOLVED, that pursuant to the authority vested in the
Board  of  Directors of this Corporation in accordance  with
the provisions of its Restated Certificate of Incorporation,
a  series  of Preferred Stock of the Corporation be  and  it
hereby  is  created,  and  that the designation  and  amount
thereof  and  the voting powers, preferences  and  relative,
participating,  optional and other  special  rights  of  the
shares  of  such series, and the qualifications, limitations
or restrictions thereof are as follows:


      Section 1.     Designation and Amount.  The shares  of
such  series  shall be designated as "Series A Participating
Cumulative  Preferred  Stock"  and  the  number  of   shares
constituting such series shall be 1,000,000.

     Section 2.     Dividends and Distributions.

      (A)   The  holders of shares of Series A Participating
Cumulative  Preferred  Stock shall be entitled  to  receive,
when,  as and if declared by the Board of Directors  out  of
funds legally available for the purpose, quarterly dividends
payable  in cash on the tenth day of March, June,  September
and December in each year (each such date being referred  to
herein  as  a "Quarterly Dividend Payment Date"), commencing
on the first Quarterly Dividend Payment Date after the first
issuance  of  a  share or fraction of a share  of  Series  A
Participating Cumulative Preferred Stock, in an  amount  per
share (rounded to the nearest cent) equal to the greater  of
(a)  $1.00  or  (b) subject to the provision for  adjustment
hereinafter  set  forth, 100 times the aggregate  per  share
amount  of  all cash dividends, and 100 times the  aggregate
per share amount (payable in kind) of all non-cash dividends
or  other  distributions other than a  dividend  payable  in
shares  of  Common  Stock  (as  hereinafter  defined)  or  a
subdivision  of the outstanding shares of Common  Stock  (by
reclassification  or  otherwise),  declared  on  the  Common
Stock,  par  value  $.01 per share, of the Corporation  (the
"Common  Stock")  since the immediately preceding  Quarterly
Dividend  Payment  Date,  or,  with  respect  to  the  first
Quarterly Dividend Payment Date, since the first issuance of
any  share  or fraction of a share of Series A Participating
Cumulative  Preferred Stock.  In the event  the  Corporation
shall   at  any  time  after  May  18,  1989   (the  "Rights
Declaration Date") (i) declare or pay any dividend on Common
Stock  payable in shares of Common Stock (ii) subdivide  the
outstanding  Common Stock, or (iii) combine the  outstanding
Common  Stock into a smaller number of shares, then in  each
such case the amount to which holders of shares of Series  A
Participating  Cumulative  Preferred  Stock  were   entitled
immediately  prior  to such event under clause  (b)  of  the
preceding  sentence  shall be adjusted by  multiplying  such
amount by a fraction the numerator of which is the number of
shares  of  Common Stock outstanding immediately after  such
event  and the denominator of which is the number of  shares
of  Common Stock that were outstanding immediately prior  to
such event.

      (B)   The  Corporation  shall declare  a  dividend  or
distribution  on  the  Series  A  Participating   Cumulative
Preferred   Stock  as  provided  in  paragraph   (A)   above
immediately after it declares a dividend or distribution  on
the Common Stock (other than a dividend payable in shares of
Common  Stock);  provided that in the event no  dividend  or
distribution  shall have been declared on the  Common  Stock
during  the  period between any Quarterly  Dividend  Payment
Date  and  the  next subsequent Quarterly  Dividend  Payment
Date,  a  dividend  of  $1.00 per  share  on  the  Series  A
Participating Cumulative Preferred Stock shall  nevertheless
be  payable  on  such subsequent Quarterly Dividend  Payment
Date.

      (C)  Dividends shall begin to accrue and be cumulative
on  outstanding shares of Series A Participating  Cumulative
Preferred  Stock  from the Quarterly Dividend  Payment  Date
next preceding the date of issue of such shares of Series  A
Participating Cumulative Preferred Stock, unless the date of
issue  of  such shares is prior to the record date  for  the
first  Quarterly  Dividend  Payment  Date,  in  which   case
dividends on such shares shall begin to accrue from the date
of  issue of such shares, or unless the date of issue  is  a
Quarterly  Dividend  Payment Date or is  a  date  after  the
record  date for the determination of holders of  shares  of
Series  A  Participating Cumulative Preferred Stock entitled
to  receive  a quarterly dividend and before such  Quarterly
Dividend  Payment  Date,  in either  of  which  events  such
dividends shall begin to accrue and be cumulative from  such
Quarterly   Dividend  Payment  Date.   Accrued  but   unpaid
dividends  shall not bear interest.  Dividends paid  on  the
shares of Series A Participating Cumulative Preferred  Stock
in an amount less than the total amount of such dividends at
the  time  accrued  and  payable on  such  shares  shall  be
allocated pro rata on a share-by-share basis among all  such
shares at the time outstanding.  The Board of Directors  may
fix  a  record date for the termination of holders of shares
of   Series  A  Participating  Cumulative  Preferred   Stock
entitled  to  receive payment of a dividend or  distribution
declared thereon, which record date shall be no more than 60
days prior to the date fixed for the payment thereof.

     Section 3.     Voting Rights.  In addition to any other
voting  rights  required by law, the holders  of  shares  of
Series A Participating Cumulative Preferred Stock shall have
only the following voting rights:

       (A)    Subject   to  the  provision  for   adjustment
hereinafter  set forth, each share of Series A Participating
Cumulative Preferred Stock shall entitle the holder  thereof
to  100  votes  on all matters submitted to a  vote  of  the
stockholders   of  the  Corporation.   In  the   event   the
Corporation  shall at any time after the Rights  Declaration
Date  (i)  declare any dividend on Common Stock  payable  in
shares  of  Common  Stock,  (ii) subdivide  the  outstanding
Common  Stock or (iii) combine the outstanding Common  Stock
into a smaller number of shares, then in each such case  the
number  of  votes per share to which holders  of  shares  of
Series  A  Participating  Cumulative  Preferred  Stock  were
entitled  immediately prior to such event shall be  adjusted
by  multiplying such number by a fraction the  numerator  of
which  is  the number of shares of Common Stock  outstanding
immediately after such event and the denominator of which is
the  number  of shares of Common Stock that were outstanding
immediately prior to such event.

     (B)  Except as otherwise provided herein or by law, the
holders  of  shares  of  Series A  Participating  Cumulative
Preferred  Stock and the holders of shares of  Common  Stock
shall vote together as one class on all matters submitted to
a vote of stockholders of the Corporation.

      (C)   (i)   If at any time dividends on any  Series  A
Participating Cumulative Preferred Stock shall be in arrears
in  an amount equal to six quarterly dividends thereon,  the
occurrence of such contingency shall mark the beginning of a
period (herein called a "default period") which shall extend
until  such  time when all accrued and unpaid dividends  for
all  previous quarterly dividend periods and for the current
quarterly  dividend  period  on  all  shares  of  Series   A
Participating  Cumulative Preferred Stock  then  outstanding
shall  have been declared and paid or set apart for payment.
During  each default period, all holders of Preferred  Stock
(including  holders of the Series A Participating Cumulative
Preferred  Stock)  with dividends in arrears  in  an  amount
equal to six quarterly dividends thereon, voting as a class,
irrespective  of series, shall have the right to  elect  two
Directors.

          (ii)  During any default period, such voting right
of   the   holders  of  Series  A  Participating  Cumulative
Preferred  Stock  may be exercised initially  at  a  special
meeting  called  pursuant  to  subparagraph  (iii)  of  this
Section  3(C) or at any annual meeting of stockholders,  and
thereafter at annual meetings of stockholders, provided that
neither  such voting right nor the right of the  holders  of
any other series of Preferred Stock, if any, to increase, in
certain  cases, the authorized number of Directors shall  be
exercised  unless the holders of ten percent  in  number  of
shares  of  Preferred Stock outstanding shall be present  in
person  or by proxy.  The absence of a quorum of the holders
of Common Stock shall not affect the exercise by the holders
of  Preferred Stock of such voting right.  At any meeting at
which  the  holders of Preferred Stock shall  exercise  such
voting  right  initially during an existing default  period,
they  shall  have  the right, voting as a  class,  to  elect
Directors  to fill such vacancies, if any, in the  Board  of
Directors as may then exist up to two Directors or, if  such
right  is  exercised  at  an annual meeting,  to  elect  two
Directors.   If  the number which may be so elected  at  any
special meeting does not amount to the required number,  the
holders of the Preferred Stock shall have the right to  make
such  increase  in  the  number of  Directors  as  shall  be
necessary  to  permit the election by them of  the  required
number.  After the holders of the Preferred Stock shall have
exercised  their  right to elect Directors  in  any  default
period and during the continuance of such period, the number
of  Directors shall not be increased or decreased except  by
vote of the holders of Preferred Stock as herein provided or
pursuant  to  the  rights of the equity  securities  ranking
senior  to  or  pari passu with the Series  A  Participating
Cumulative Preferred Stock.

           (iii)   Unless  the  holders of  Preferred  Stock
shall,  during  an existing default period, have  previously
exercised  their  right  to elect Directors,  the  Board  of
Directors  may  order,  or any stockholder  or  stockholders
owning  in  the aggregate not less than ten percent  of  the
total  number  of  shares  of Preferred  Stock  outstanding,
irrespective of series, may request, the calling of  special
meeting  of  the holders of Preferred Stock,  which  meeting
shall thereupon be called by the President, any Senior  Vice
President,  any  Vice  President or  the  Secretary  of  the
Corporation.   Notice  of such meeting  and  of  any  annual
meeting at which holders of Preferred Stock are entitled  to
vote pursuant to this paragraph (C) (iii) shall be given  to
each  holder of record of Preferred Stock by mailing a  copy
of  such  notice  to  him at his last address  as  the  same
appears on the books of the Corporation.  Such meeting shall
be  called for a time not earlier than 20 days and not later
than  60  days after such order or request or in default  of
the  calling of such meeting within 60 days after such order
or  request, such meeting may be called on similar notice by
any  stockholder or stockholders owning in the aggregate not
less  than  ten  percent of the total number  of  shares  of
Cumulative  Preference  Stock outstanding.   Notwithstanding
the  provisions of this paragraph (C) (iii), no such special
meeting  shall  be called during the period within  60  days
immediately  preceding the date fixed for  the  next  annual
meeting of the stockholders.

          (iv)  In any default period, the holders of Common
Stock,  and  other  classes of stock of the  Corporation  if
applicable, shall continue to be entitled to elect the whole
number  of  Directors until the holders of  Preferred  Stock
shall  have exercised their right to elect two (2) Directors
voting as a class, after the exercise of which right (x) the
Directors so elected by the holders of Preferred Stock shall
continue  in office until their successors shall  have  been
elected  by  such  holders or until the  expiration  of  the
default  period,  and  (y)  any  vacancy  in  the  Board  of
Directors may (except as provided in paragraph (C)  (ii)  of
this  Section  3)  be filled by vote of a  majority  of  the
remaining  Directors theretofore elected by the  holders  of
the  class of stock which elected the Director whose  office
shall have become vacant.  References in this paragraph  (C)
to Directors elected by the holders of a particular class of
stock  shall include Directors elected by such Directors  to
fill  vacancies as provided in clause (y) of  the  foregoing
sentence.

           (v)  Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a
class  to elect Directors shall cease, (y) the term  of  any
Directors  elected by the holders of Preferred  Stock  as  a
class shall terminate, and (z) the number of Directors shall
be  such number as may be provided for in the certificate of
incorporation  or by-laws irrespective of any increase  made
pursuant  to  the provisions of paragraph (C) (ii)  of  this
Section  3  (such number being subject, however,  to  change
thereafter  in  any  manner  provided  by  law  or  in   the
certificate of incorporation or by-laws).  Any vacancies  in
the Board of Directors effected by the provisions of clauses
(y)  and  (z) in the preceding sentence may be filled  by  a
majority of the remaining Directors.

      (D)   Except as set forth herein, holders of Series  A
Participating  Cumulative  Preferred  Stock  shall  have  no
special  voting  rights  and  their  consent  shall  not  be
required  (except  to the extent they are entitled  to  vote
with holders of Common Stock as set forth herein) for taking
any corporate action.

     Section 4.     Certain Restrictions.

     (A)  Whenever quarterly dividends or other dividends or
distributions   payable  on  the  Series   A   Participating
Cumulative Preferred Stock as provided in Section 2  are  in
arrears,  thereafter  and  until  all  accrued  and   unpaid
dividends  and  distributions, whether or not  declared,  on
shares of Series A Participating Cumulative Preferred  Stock
outstanding  shall have been paid in full,  the  Corporation
shall not:

           (i)   declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either
as  to dividends or upon liquidation, dissolution or winding
up)  to  the  Series  A  Participating Cumulative  Preferred
Stock;

           (ii)   declare or pay dividends on  or  make  any
other  distributions on any shares of  stock  ranking  on  a
parity   (either  as  to  dividends  or  upon   liquidation,
dissolution  or winding up) with the Series A  Participating
Cumulative Preferred Stock, except dividends paid ratably on
the  Series A Participating Cumulative Preferred  Stock  and
all  such parity stock on which dividends are payable or  in
arrears  in  proportion to the total amounts  to  which  the
holders of all such shares are then entitled;

          (iii)  redeem or purchase or otherwise acquire for
consideration  shares  of  any stock  ranking  on  a  parity
(either as to dividends or upon liquidation, dissolution  or
winding  up)  with  the  Series A  Participating  Cumulative
Preferred  Stock; provided that the Corporation may  at  any
time  redeem,  purchase or otherwise acquire shares  of  any
such parity stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends  or  upon
dissolution,  liquidation or winding up)  to  the  Series  A
Participating Cumulative Preferred Stock; or

           (iv)  redeem or purchase or otherwise acquire for
consideration   any   shares  of  Series   A   Participating
Cumulative  Preferred Stock, or any shares of stock  ranking
on  a  parity  with  the  Series A Participating  Cumulative
Preferred Stock, except in accordance with a purchase  offer
made  in  writing  or by publication (as determined  by  the
Board of Directors) to all holders of such shares upon  such
terms as the Board of Directors, after consideration of  the
respective  annual dividend rates and other relative  rights
and  preferences of the respective series and classes, shall
determine  in  good faith will result in fair and  equitable
treatment among the respective series or classes.

     (B)  The Corporation shall not permit any subsidiary of
the   Corporation  to  purchase  or  otherwise  acquire  for
consideration any shares of stock of the Corporation  unless
the  Corporation could, under paragraph (A) of this  Section
4,  purchase or otherwise acquire such shares at  such  time
and in such manner.

     Section 5.     Reacquired Shares.  Any shares of Series
A  Participating  Cumulative Preferred  Stock  purchased  or
otherwise   acquired  by  the  Corporation  in  any   manner
whatsoever shall be retired and cancelled promptly after the
acquisition  thereof.   All such  shares  shall  upon  their
cancellation  become  authorized  but  unissued  shares   of
Preferred Stock and may be reissued as part of a new  series
of   Preferred   Stock  to  be  created  by  resolution   or
resolutions  of  the  Board  of Directors,  subject  to  the
conditions  and restrictions on issuance set  forth  in  the
Certificate of Incorporation.

      Section 6.     Liquidation, Dissolution or Winding Up.
Upon  any  liquidation, dissolution or  winding  up  of  the
Corporation,  no  distribution shall  be  made  (1)  to  the
holders  of  shares of stock ranking junior  (either  as  to
dividends or upon liquidation, dissolution or winding up) to
the   Series  A  Participating  Cumulative  Preferred  Stock
unless,  prior thereto, the holders of shares  of  Series  A
Participating Cumulative Preferred Stock shall have received
$100  per share, plus an amount equal to accrued and  unpaid
dividends   and  distributions  thereon,  whether   or   not
declared,  to  the date of such payment, provided  that  the
holders  of  shares  of  Series A  Participating  Cumulative
Preferred  Stock shall be entitled to receive  an  aggregate
amount  per  share, subject to the provision for  adjustment
hereinafter  set  forth, equal to 100  times  the  aggregate
amount  to  be  distributed per share to holders  of  Common
Stock,  or (2) to the holders of stock ranking on  a  parity
(either as to dividends or upon liquidation, dissolution  or
winding  up)  with  the  Series A  Participating  Cumulative
Preferred  Stock, except distributions made ratably  on  the
Series  A Participating Cumulative Preferred Stock  and  all
other  such parity stock in proportion to the total  amounts
to  which  the holders of all such shares are entitled  upon
such  liquidation, dissolution or winding up.  In the  event
the   Corporation  shall  at  any  time  after  the   Rights
Declaration Date declare or pay any dividend on Common Stock
payable  in  shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of
Common  Stock  (by  reclassification or  otherwise  than  by
payment  of  a  dividend in shares of Common Stock)  into  a
greater or lesser number of shares of Common Stock, then  in
each  such  case  the aggregate amount to which  holders  of
shares of Series A Participating Cumulative Preferred  Stock
were  entitled  immediately prior to such  event  under  the
provision in clause (1) of the preceding sentence  shall  be
adjusted  by  multiplying  such amount  by  a  fraction  the
numerator  of which is the number of shares of Common  Stock
outstanding immediately after such event and the denominator
of  which is the number of shares of Common Stock that  were
outstanding immediately prior to such event.

     Section 7.     Consolidation, Merger, etc.  In case the
Corporation  shall  enter  into any  consolidation,  merger,
combination  or  other transaction in which  the  shares  of
Common  Stock are exchanged for or changed into other  stock
or  securities, cash and/or any other property, then in  any
such  case  the shares of Series A Participating  Cumulative
Preferred   Stock  shall  at  the  same  time  be  similarly
exchanged or changed in an amount per share (subject to  the
provision for adjustment hereinafter set forth) equal to 100
times the aggregate amount of stock, securities, cash and/or
any  other property (payable in kind), as the case  may  be,
into  which  or  for  which each share of  Common  Stock  is
changed or exchanged.  In the event the Corporation shall at
any  time after the Rights Declaration Date (i) declare  any
dividend on Common Stock payable in shares of Common  Stock,
(ii) subdivide the outstanding Common Stock or (iii) combine
the outstanding Common Stock into a smaller number of shares
then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of
Series  A Participating Cumulative Preferred Stock shall  be
adjusted  by  multiplying  such amount  by  a  fraction  the
numerator  of which is the number of shares of Common  Stock
outstanding immediately after such event and the denominator
of  which is the number of shares of Common Stock that  were
outstanding immediately prior to such event.

      Section 8.     No Redemption.  The shares of Series  A
Participating  Cumulative  Preferred  Stock  shall  not   be
redeemable.

      Section  9.      Rank.   The  Series  A  Participating
Cumulative Preferred Stock shall rank junior with respect to
payment of dividends and on liquidation to all other  series
of  the Corporation's preferred stock except any series that
specifically provides that such series shall rank junior  to
the Series A Participating Cumulative Preferred Stock.

       Section   10.      Amendment.   The  Certificate   of
Incorporation of the Corporation shall not be amended in any
manner  (whether by merger or otherwise) so as to  adversely
affect  the  powers, preferences or special  rights  of  the
Series  A  Participating Cumulative Preferred Stock  without
the affirmative vote of the holders of a majority or more of
the  outstanding shares of Series A Participating Cumulative
Preferred Stock, voting separately as a class.

     Section 11.  Fractional Shares.  Series A Participating
Cumulative Preferred Stock may be issued in fractions of a
share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have
the benefit of all other rights of holders of Series A
Participating Cumulative Preferred Stock.
             ___________________________________


                          Article 5

     The Board of Directors is authorized to adopt, amend or
repeal   the  by-laws  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 29 day  of
June, 1995.

                              COMPAQ Computer Corporation



                              By:  _______________________
                              Eckhard Pfeiffer, President
                              and Chief Executive Officer