EXHIBIT 10.10


NEW EMPLOYEE KEY GRANT
CONFIDENTIAL

                     NONQUALIFIED STOCK OPTION NOTICE
                        1995 EQUITY INCENTIVE PLAN


OPTIONEE   GRANT DATE    SHARES    PLAN      VESTING      OPTION
                         GRANTED   NUMBER      CODE       PRICE

SUB.     COST    SOCIAL SECURITY NUMBER
CODE    CENTER

We  are pleased to inform you that the Compensation Committee of the Board
has granted you an option to purchase Compaq common stock.  Your grant has
been  made  under  the  Company's 1995 Equity Incentive  Plan  (the  "1995
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  1995 Plan is attached.   Please  review  it
carefully; capitalized terms in this Notice have the same meaning  as  the
1995 Plan.

1.   Vesting:   Subject to the conditions set forth below and in the  1995
     Plan,  you  may exercise this Option to purchase a number  of  Shares
     equal to the difference between A and B, where

     A =   the  product  of the number of Shares subject  to  your  Option
        multiplied by a fraction, the numerator of which is the number  of
        whole  months  which have elapsed since the grant date  set  forth
        above (not to exceed 60) and the denominator of which is 60; and

     B =the  number  of Shares you previously acquired by the exercise  of
        this Option.

2.   Exercise:  Your Option may be exercised to the extent vested  at  any
     time  during  the period beginning one year from the grant  date  and
     ending  ten years from the date hereof;  provided that you  may  only
     exercise this Option with respect to whole shares.

3.   Termination  or Suspension of Employment:  The 1995 Plan  sets  forth
     the  terms  and conditions of this grant that apply in the  event  of
     your termination or suspension of employment.

4.   To  Exercise:   You  may  exercise this grant by  delivering  to  the
     Company  at  its  principal office notice of intent to  exercise  and
     payment in full of the exercise price.  This option is a nonqualified
     option.  Please refer to the attached Prospectus for a description of
     the federal income tax treatment of nonqualified options.

5.   Taxes  and  Withholding:  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 at  the  time  of
     exercise of all such required amounts.

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KEY GRANT
CONFIDENTIAL

                     NONQUALIFIED STOCK OPTION NOTICE
                        1995 EQUITY INCENTIVE PLAN

OPTIONEE   GRANT DATE    SHARES    PLAN    VESTING      OPTION
                         GRANTED   NUMBER   CODE        PRICE

SUB.     COST    SOCIAL SECURITY NUMBER
CODE    CENTER


We  are pleased to inform you that the Compensation Committee of the Board
has granted you an option to purchase Compaq common stock.  Your grant has
been  made  under  the  Company's 1995 Equity Incentive  Plan  (the  "1995
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  1995 Plan is attached.   Please  review  it
carefully; capitalized terms in this Notice have the same meaning  as  the
1995 Plan.

1.   Vesting:   Subject to the conditions set forth below and in the  1995
     Plan,  you  may exercise this Option to purchase a number  of  Shares
     equal to the difference between A and B, where

     A =   the  product  of the number of Shares subject  to  your  Option
        multiplied by a fraction, the numerator of which is the number  of
        whole  months  which have elapsed since the grant date  set  forth
        above (not to exceed 60) and the denominator of which is 60; and

     B =the  number  of Shares you previously acquired by the exercise  of
        this Option.

2.   Exercise:  Your Option may be exercised to the extent vested  at  any
     time  during  the period beginning on the grant date and  ending  ten
     years from the date hereof;  provided that you may only exercise this
     Option with respect to whole shares.

3.   Termination  or Suspension of Employment:  The 1995 Plan  sets  forth
     the  terms  and conditions of this grant that apply in the  event  of
     your termination or suspension of employment.

4.   To  Exercise:   You  may  exercise this grant by  delivering  to  the
     Company  at  its  principal office notice of intent to  exercise  and
     payment in full of the exercise price.  This option is a nonqualified
     option.  Please refer to the attached Prospectus for a description of
     the federal income tax treatment of nonqualified options.