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                                                                    Exhibit 10.6

                                                      Amended September 22, 1994


                            COMPAQ COMPUTER CORPORATION
                              1985 STOCK OPTION PLAN

                                     ARTICLE I
                                    DEFINITIONS


       1.01 "Board" shall mean the Board of Directors of the Company.

       1.02 "Code" shall mean the Internal Revenue Code of 1986, as amended.

       1.03 "Committee" shall mean the body comprised of the member or members
of the Board appointed by the Board to administer the Plan.

       1.04 "Common Stock" means the Company's $.01 par value common stock.

       1.05 "Company" shall mean Compaq Computer Corporation.

       1.06 "Fair Market Value" shall mean the value of a share of Common
Stock as determined by the Board. The Board shall determine the Fair Market
Value as follows:

       (i) If the Common Stock shall not then be listed and traded upon a
recognized securities exchange or in the NASDAQ National Market System, upon
the basis of the mean between the bid and asked quotations for such stock on
the Date of Grant (as reported by a recognized stock quotation service) or, in
the event that there shall be no bid or asked quotations on the Date of Grant,
then upon the basis of the mean between the bid and asked quotations on the
date nearest preceding the Date of Grant; or

       (ii) If the Common Stock shall then be listed and traded upon a
recognized securities exchange or in the NASDAQ National Market System, upon
the basis of the reported closing price at which shares of the Common Stock
were traded on such recognized securities exchange or system on the Date of
Grant or, if the Common Stock was not traded on said date, upon the basis of
the reported closing price on the date nearest preceding the Date of Grant.

       1.07 "Date of Grant" means the later of (i) the date on which the Board
approves the grant of an Option or (ii) the date on which the Optionee is
employed by the Company or a Subsidiary.



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       1.08 "Incentive Option" means an option to purchase Common Stock
granted pursuant to the provisions of the Plan, including the provisions of
Paragraphs 8.02, 8.03, 8.04, and 8.05 of the Plan.

       1.09 "Optionee" shall mean an employee of the Company to whom an Option
has been granted under the Plan.

       1.10 "Plan" shall mean the Compaq Computer Corporation 1985 Stock
Option Plan, the terms of which are set forth herein.

       1.11 "Incentive Stock Option Agreement" shall mean the any written
notice, agreement, or other instrument or document evidencing an Incentive
Option and under which the Optionee may purchase Common Stock pursuant to the
terms of the Plan.

       1.12 "Subsidiary" or "Subsidiaries" shall mean any corporation which is
a subsidiary corporation of the Company pursuant to Section 425(f) of the Code.

       1.13 "Successor" shall mean the legal representative of the estate of a
deceased Optionee or the person or persons who acquire the right to exercise
an Option by bequest or inheritance or by the reason of the death of any
Optionee.

       1.14 "Nonqualified Option" shall mean an option to purchase Common
Stock granted pursuant to the provisions of the Plan, but which is not subject
to the provisions of Paragraphs 8.02 and 8.05 of the Plan.

       1.15 "Nonqualified Stock Option Agreement" shall mean any written
notice, agreement, or other instrument or document evidencing a Nonqualified
Option and under which the Optionee may purchase Common Stock pursuant to the
terms of the Plan.

       1.16 "Option" shall refer to either or both Incentive Options and
Nonqualified Options granted pursuant to the terms of the Plan.


                                  ARTICLE II
                                   PURPOSE

       The purpose of the Plan is to advance the interests of the Company and
its stockholders by offering to employees of the Company and its Subsidiaries
the opportunity to acquire, or increase a proprietary interest in the Company
by the grant to employees of Incentive Options entitled to the income tax
benefits described in Section 422A of the Code under the terms set forth in
the Plan and by the grant to employees of Nonqualified Options. By so doing,
the Company seeks to motivate, obtain, and attract those highly competent
individuals upon whose judgment, initiative, leadership, and continuing
efforts the success of the Company depends.


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                                  ARTICLE III
                           EFFECTIVE DATE OF THE PLAN

       The Plan shall become effective on the date of its adoption by a
resolution of the Board. Within one year of such adoption, this Plan shall be
submitted to the stockholders of the Company entitled to vote thereon; should
a majority of the stockholders of the Company entitled to vote thereon fail to
approve the Plan within such year, this Plan shall automatically terminate.


                                   ARTICLE IV
                                   ELIGIBILITY

       Options may be granted only to officers and employees (including
officers and employees who are also directors) of the Company or any of its
Subsidiaries.


                                    ARTICLE V
                             ADMINISTRATION OF THE PLAN

       The Plan shall be administered by the Board. The Board may, in its
discretion, appoint a Committee to administer the Plan. The Committee shall
consist of three or more disinterested directors, none of whom shall be
eligible (or shall have been eligible for one year prior to appointment to the
Committee) to be granted Options under the Plan. The Committee shall serve at
the pleasure of the Board and shall exercise all powers of the Board granted
herein, other than the power to amend the Plan.

       The Board shall have the sole discretion and authority, subject to the
provisions of the Plan, to determine the employees to whom and the time or
times at which Options shall be granted, and the number of shares of the
Common Stock which shall be subject to each Option. Subject to the express
provisions of the Plan, the Board shall also have full and final authority to
interpret the Plan, and to make all other determinations and to take all other
actions it deems necessary or advisable for the proper administration of the
Plan. All such actions and determinations shall be conclusively binding for
all purposes and upon all persons. The majority of the members of the Board
shall constitute a quorum and any action taken by a majority present at a
meeting at which a quorum is present or any action taken without a meeting
evidenced by writing executed by a majority of the Board shall constitute the
action of the Board.


                                  ARTICLE VI
                       COMMON STOCK SUBJECT TO OPTIONS

       Subject to the adjustments specified below, the aggregate number of
shares of Common Stock that may be issued upon the exercise of all Options
that may be granted under the Plan shall not exceed 19,800,000 shares of the
Common Stock. Any shares subject to an Option which for


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any reason is surrendered, expires or is terminated unexercised as to such
shares may again be subject to an Option under the Plan.

                                 ARTICLE VII
                   ADJUSTMENTS AND CHANGE IN CONTROL

       701.  ADJUSTMENT.  The total number of shares of Common Stock
available for Options under the Plan or which may be allocated to any one
employee, the number 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 of
Common Stock resulting from a stock dividend, subdivision or combination of
shares or reclassification, as may be necessary to maintain the proportionate
interest of the Option holder. In the event of a merger or consolidation of
the Company or a tender offer for shares of Common Stock, the Board may make
such adjustments with respect to Options under the Plan and take such other
action as it deems necessary or appropriate to reflect or in anticipation of
such merger, consolidation or tender offer including, without limitation, the
substitution of new Options, the termination or adjustment of outstanding
Options, and the acceleration of Options.

       7.02  IMMEDIATE VESTING.  Notwithstanding any other provision of the
Plan to the contrary, upon a Change in Control, as defined below, all
outstanding Awards shall vest, become immediately exercisable or payable, or
have all restrictions lifted as may apply to the type of Award; provided,
however, that unless otherwise determined by the Committee at the time of
award or thereafter, if it is determined that the Net After-Tax Amount to be
realized by any optionee, taking into account the accelerated vesting
provided for by this paragraph 7.02 as well as all other payments to be
received by such optionee in connection with such Change in Control, would be
higher if options did not vest in accordance with the foregoing paragraph
7.02, then and to such extent the options shall not vest. The determination
of whether any such option should not vest shall be made by a nationally
recognized accounting firm selected by the Company, which shall be instructed
to consider that (i) stock options shall be vested in the order in which they
were granted and within each grant in the order in which they would otherwise
have vested and (ii) unless and to the extent any other plan, arrangement or
contract of the Company pursuant to which any such payment is to be received
provides to the contrary, such other payment shall be deemed to have occurred
after any acceleration of options.

       7.03  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 Securities Exchange Act of 1934, (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 of Directors, and any new


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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 paragraph whose election by the Board of
Directors 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.

       7.04  NET AFTER-TAX AMOUNT.  "Net After-Tax Amount" shall mean the net
amount of compensation, assuming for this purpose only that all vested
options are exercised upon such Change in Control, to be received (or deemed
to have received) by such optionee in connection with such Change in Control
under any option agreement and under any other plan, arrangement or contract
of the company to which such optionee is a party, after giving effect to all
income and excise taxes applicable to such payments.

                                 ARTICLE VIII
                      TERMS AND CONDITIONS OF OPTIONS

       8.01  OPTION GRANT AND AGREEMENT.  Each Incentive Option and each
Nonqualified Option granted prior to September 22, 1994 shall be evidenced by
a written Incentive Stock Option Agreement or a written Nonqualified Stock
Option Agreement, as applicable, dated as of the Date of Grant and executed
by the Company and the Optionee, which Agreement shall set forth the
applicable terms and conditions provided in this Article VIII and such other
provisions which the Board, in its discretion, may deem appropriate. Each
Incentive Option and each Nonqualified Option granted on or after September
22, 1994, shall be evidenced by a Stock Option Agreement in the form of a
written notice to the Participant receiving an option, which notice shall set
forth the applicable terms and conditions provided in this Article VIII and
such other provisions which the Board, in its discretion may deem appropriate.

       8.02  PARTICIPATION LIMITATION.  In accordance with rules and
procedures established by the Committee, the aggregate Fair Market Value
(determined as of the time of grant) of the stock subject to Incentive Stock
Options as defined by Section 422A of the Code ("Section 422A") held by any
optionee that become exercisable for the first time by such optionee during
any calendar year under the Plan (and under any other benefit plans of the
Company or of any parent or


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subsidiary corporation of the Company) shall not exceed $100,000 or, if
different the maximum limitation in effect at the time of grant under Section
422A or any successor provision, and any regulations promulgated thereunder.
The terms of any Incentive Option granted hereunder shall comply in all
respects with the provisions of Section 422A, or any successor provision, and
any regulations promulgated thereunder."

       8.03  OPTION PRICE.  The per share Option price of the Common Stock
subject to each Option shall be determined by the Board but the per share
price shall not be less than the Fair Market Value of the Common Stock on the
Date of Grant.

       8.04  OPTION PERIOD.  Each Option granted must be granted within ten
years from the date of the Plan's adoption by the Board. The period of
exercise of each Option shall be set forth in the applicable Option
Agreement; provided that such period shall not exceed ten years from the Date
of Grant.

       8.05  TEN PERCENT SHAREHOLDER LIMITATIONS.  In any case in which an
Incentive Option is granted to an employee who, at the time the Incentive
Option is granted, owns more that ten percent (10%) of the total combined
voting power of all classes of stock of the Company, its parent or
subsidiary, the per share Incentive Option price of the Common Stock subject
to each Incentive Option shall be determined by the Board but the share price
not be less than one hundred and ten percent of the Fair Market Value of the
Common Stock on the Date of Grant; furthermore, the period for exercise, of
each such Incentive Option shall not exceed five (5) years from the Date of
Grant. For the purposes of the immediately preceding sentence, an employee
shall be considered owning the shares of Common Stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors and lineal descendants. In addition, the stock
owned directly or indirectly, by or for a corporation, partnership, estate or
trust shall be considered as owned proportionately by or for its
shareholders, partners or beneficiaries.

       8.06  EXERCISE OF OPTIONS.  Incentive Options and Nonqualified Options
shall become exercisable in whole or in part and at such time or times as
shall be set forth in the Incentive Stock Option Agreement or Nonqualified
Stock Option Agreement, as applicable. Options shall be exercised by notice
of intent to exercise the Option with respect to a specified number of whole
shares delivered to the Company at its principal office, and payment in full
to the Company in the amount of the option price for the number of shares of
the Common Stock with respect to which the Option is then being exercised.
The payment of the Option price shall be made in cash or, with the consent of
the Board, in whole or in part in Common Stock valued at Fair Market Value
which is owned by the Optionee.

       8.07  NON-TRANSFERABILITY OF OPTIONS; TRANSFER UPON DEATH OF OPTIONEE.
No Option shall be transferable or assignable by the Optionee, other than by
will or the laws of descent and distribution. Each Option shall be
exercisable during the Optionee's lifetime, only by the Optionee.


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       8.08 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT.

       (a) If the Optionee's employment with the Company is terminated for
any reason other than death, disability, or retirement, the Optionee's right
to exercise any Stock Option shall terminate, and such Option shall expire,
on the earlier of (A) the first anniversary of such termination of employment
or (B) the date such Option would have expired had it not been for the
termination of employment. The Optionee shall have the right to exercise such
Option prior to such expiration to the extent it was exercisable at the date
of such termination of employment and shall not have been exercised.

       (b) If the Optionee's employment with the Company is terminated by
reason of death, disability, or retirement, the Optionee's right to exercise
any Stock Option shall terminate, and such Option shall expire, on the
earlier of (A) the third anniversary of such termination of employment or (B)
the date such Option would have expired had it not been for the termination
of employment. The Optionee (or his successor if his employmnet is terminated
by death) shall have the right to exercise such Option prior to such
expiration to the extent it was exercisable at the date of such termination
of employment and shall not have been exercised.

       (c) Notwithstanding the foregoing, the Board may in its discretion
provide in an Option Agreement that such option shall terminate at a date
earlier or later than that set forth above, provided such date shall not be
beyond the earlier of (i) three years from the last day of Optionee's
employment or (ii) the date such Option would have expired had it not been
for the termination of the Optionee's employment.

       (d) The term "disability" as used in this paragraph means total and
permanent disability. The terms "disability" and "retirement" shall be
determined in accordance with applicable Company personnel policies as
interpreted in the exercise of the Board's discretion.

       (e) No transfer of an Option by an Optionee by will or by the laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice of the same and an
authenticated copy of the will and/or such other evidence as the Board may
deem necessary to establish the validity of the transfer and the acceptance
of the transferee or transferees of the terms and conditions of such Option.

       (f) In the event an Optionee holds an Incentive Stock Option, such
option to the extent not exercised during the 90 days after termination of
employment, automatically will be deemed a Nonqualified Stock Option and such
Option will be exercisable during the remainder of the time set forth above;
provided that in the event that employment is terminated because of death or
the Optionee dies in such 90-day period, the Option will continue to be an
Incentive Stock Option to the extent provided by Section 421 or Section 422A
of the Code, or any successor provision, and any regulations promulgated
thereunder.

       8.09 LEAVE WITHOUT PAY. Any time spent by a Participant in the status
of "leave without pay" shall be disregarded for purposes of determining the
extent to which an Option or any portion thereof has vested. The meaning of
the term "leave without pay" shall be determined by


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the Committee and shall include but not be limited to periods during which
the Participant is receiving payments under the Company's Long-Term
Disability Plan.

       8.10 RIGHTS OF STOCKHOLDER. Optionee or his Successor shall have no
rights as a stockholder with respect to any shares subject to an Option until
the certificates evidencing the shares purchased are properly delivered to
such Optionee or his Successor.

                                   ARTICLE IX
                         RESTRICTIONS ON ISSUING SHARES

       The exercise of each Option shall be subject to the condition that if
at any time the Board shall determine in its discretion that the listing,
registration or qualification of any shares otherwise deliverable upon such
exercise upon any securities exchange or under any state or federal law, or
that the consent or approval of any regulatory body is necessary or desirable
as a condition of or in connection with such exercise of delivery or purchase
of shares pursuant to the Plan, then in any such event, such exercise shall
not be effective unless such withholding, listing, registration,
qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Board.

       In addition, the exercise of each Option shall be subject to the
condition that, if required by the Board, Optionee shall give satisfactory
assurance in writing, signed by Optionee, his successor or legal
representative, as the case may be, that such shares are being purchased for
investment and not with a view to the distribution thereof; provided that
such assurance shall be deemed inapplicable to (i) any sale of such shares by
such Optionee made in accordance with the terms of a registration statement
covering such sale, which has therefore been (or may hereafter be) filed and
become effective under the Securities Act of 1933, as amended, and with
respect to which no stop order suspending the effectiveness thereof has been
issued, and (ii) any other sale of such shares with respect to which, in the
opinion of counsel for the Company, such assurance is not required to be
given in order to comply with the provisions of the Securities Act of 1933,
as amended.

                                   ARTICLE X
               AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN

       The Board shall have the right to amend, suspend or terminate the Plan
at any time; provided, however, that no such action shall affect any Option
granted without the consent of the Optionee or his Successor of the Option.
In addition, unless duly approved by a majority of the holders of Common
Stock entitled to vote thereon at a meeting (which may be the annual
meeting), or the equivalent of said meeting, duly called and held for such
purpose, no amendment or change shall be made in the Plan (a) increasing the
total number of shares which may be issued under the Plan (except for
adjustments for recapitalization, stock dividends and other changes in the
corporate structure and except as contemplated in Article VII), (b) changing
the minimum


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purchase price hereinbefore specified for the Common Stock subject to the
Options, (c) changing the maximum period during which the Options may be
exercised, (d) increasing the maximum number of shares for which Incentive
Options may be granted to any one employee, or (e) extending the period
during which Options may be granted under the Plan. It is contemplated that
the Incentive Options issued pursuant to the Plan qualify as "Incentive Stock
Options" within the meaning of Section 422A of the Code. Accordingly, the
Board shall administer the Plan and make such amendments as to accomplish
this purpose.

                                   ARTICLE XI
                                  MISCELLANEOUS

       11.01 EMPLOYMENT. Nothing in the Plan, any Option granted pursuant to
the Plan, or in any Incentive Stock Option Agreement or Nonqualified Stock
Option Agreement shall confer upon any employee the right to continue in the
employ of the Company or any Subsidiary.

       11.02 OTHER COMPENSATION PLANS. The adoption of the Plan shall not
affect any other stock option, incentive or other compensation plans in
effect for the Company or any Subsidiary or preclude the Company from
establishing any other forms of incentive or other compensation for employees
of the Company or any Subsidiary.

       11.03 PLAN BINDING ON SUCCESSORS. The Plan shall be binding on the
successors and assigns of the Company.

       11.04 USE OF PROCEEDS. The proceeds from the sale of Common Stock,
pursuant to Options granted under the Plan, shall constitute general funds of
the Company.















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