EXHIBIT 10.34

                                                              [COMPAQ LOGO HERE]
  KEY GRANT
CONFIDENTIAL

                          RESTRICTED STOCK GRANT NOTICE
                           1989 EQUITY INCENTIVE PLAN

|--------------------|-----------------------------------|---------------------|
|   OPTIONEE         |             GRANT DATE            |   SHARES GRANTED    |
|--------------------|-----------------------------------|---------------------|
|                    |                                   |                     |
|                    |                                   |                     |
|                    |                                   |                     |
|                    |                                   |                     |
|--------------------|----------------|------------------|---------------------|
|--------------------|----------------|------------------|---------------------|
|                    |   PLAN NUMBER  |   VESTING CODE   |  PRICE AT DATE OF   |
|                    |                |                  |        GRANT        |
|--------------------|----------------|------------------|---------------------|
|--------------------|----------------|----------------------------------------|
|   SUB. CODE        |   COST CENTER  |      SOCIAL SECURITY NUMBER            |
|--------------------|----------------|----------------------------------------|
|                                                                              |
|                                                                              |
|------------------------------------------------------------------------------|

We are pleased to inform you that you have been granted restricted shares of
Compaq common stock. Your grant has been made under the Company's 1989 Equity
Incentive Plan (the "1989 Plan"), which, together with the terms contained in
this Notice, sets forth the terms and conditions of your grant and is
incorporated herein by reference. A copy of the 1989 Plan is available on
Inline. Please review it carefully; capitalized terms in this Notice have the
same meaning as the 1989 Plan.

1.       Vesting: Subject to the conditions set forth below and in the 1989
         Plan, you will be vested in the Shares granted under this Award (i.e.,
         the restrictions on such Shares will lapse) no later than the fourth
         anniversary of the grant date above. However, if certain performance
         goals have been met as of the end of any calendar quarter during the
         first full eight quarters after the grant date, which goals will be
         determined by the Company in its discretion prior to the beginning of
         the applicable calendar quarter and communicated to you, you will be
         vested in a number of Shares under this Award (not including any number
         in which you were previously vested) equal to 12.5 percent of the
         number of Shares granted under this Award, rounded down to the nearest
         whole Share.

2.       Termination or Suspension of Employment: The 1989 Plan sets forth the
         terms and conditions of this grant that apply in the event of your
         termination or suspension of employment.

3.       Restrictions on Shares. Except to the extent that the Shares subject to
         this Award have become vested, (i) such Shares may not be sold,
         transferred, pledged, or assigned for any reason, (ii) such Shares
         shall be non-voting Shares, and (iii) any cash dividends paid on such
         Shares shall inure to the benefit of the Company.

4.       Taxes and Withholding: Shares of restricted stock are not subject to
         federal income tax until such time as the Shares become vested. You
         shall be required to make appropriate arrangements with the Company for
         satisfaction of any applicable federal, state, or local income tax
         withholding requirements or like requirements, including the payment to
         the Company of all such required amounts as the Shares become vested.

5.       Relevant Documents on Compaq Inline: An electronic copy of the 1989
         Plan and other information is available on Inline at
         http://inline.compaq.com/hr/stock/options/index.asp. Requests for paper
         copies of such documents may be made in writing to Employee Stock
         Services.

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