<PAGE>   1


                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

[X]    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
       Act of 1934 FOR THE FISCAL YEAR ENDED JUNE 28, 1997 
                                       or

[ ]    Transition report pursuant to Section 13 or 15(d)of the Securities
       Exchange Act of 1934 For the transition period from       to        .

Commission file number 1-5296

                          DIGITAL EQUIPMENT CORPORATION
                          -----------------------------
             (Exact name of registrant as specified in its charter)


Massachusetts                                              04-2226590
-------------                                              ----------
(State or other jurisdiction of                    (I.R.S. Employer Ident. No.)
incorporation or organization)

111 Powdermill Road, Maynard, Massachusetts                01754-1499
-------------------------------------------                ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code (978) 493-5111
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                Name of each exchange on which registered (a)
-------------------                ---------------------------------------------
Common Stock, par value $1                    New York Stock Exchange
per share                                     Pacific Stock Exchange
                                              Chicago Stock Exchange

Depositary shares each representing           New York Stock Exchange 
one-fourth of a share of 8-7/8% 
Series A Cumulative Preferred Stock, 
par value $1 per share

(a) In addition, shares of Common Stock of the registrant are listed on certain
stock exchanges in Switzerland and Germany.

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant (a) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (b) has been subject to such filing
requirements for the past 90 days. YES   X    NO 
                                       -----     -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ]

As of September 15, 1997, 147,773,294 shares of the registrant's Common Stock,
par value $1, were issued and outstanding. The aggregate market value of the
registrant's voting stock held by non-affiliates of the registrant as of
September 15, 1997 was approximately $6.2 billion.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's 1997 Annual Report to Stockholders are incorporated
by reference in Part II hereof.

Portions of the registrant's Proxy Statement for its 1997 Annual Meeting of
Stockholders, scheduled to be held on November 13, 1997, are incorporated by
reference in Part III hereof.



<PAGE>   2

                                     PART I

ITEM 1.  BUSINESS.

GENERAL

       Digital Equipment Corporation, a Massachusetts corporation founded in
1957, is a world leader in implementing and supporting networked business
solutions in multivendor environments based on high performance platforms and
global service and support. Digital - working with its business partners -
provides a complete range of information processing solutions from personal
computers to integrated worldwide information systems. The Corporation does
business in over 100 countries, deriving more than 65% of its revenue from
outside of the United States and developing and manufacturing products in the
Americas, Europe and Asia-Pacific.

       The term "Corporation" or "DIGITAL" when used herein refers to Digital
Equipment Corporation or Digital Equipment Corporation and its subsidiaries, as
required by the context.

       For the last five fiscal years, the percentage of total operating
revenues contributed by the Corporation's principal classes of products was as
follows:


<TABLE>
<CAPTION>
                          1997        1996        1995        1994        1993
                          ----        ----        ----        ----        ---- 
<S>                       <C>         <C>         <C>         <C>         <C>  

Product sales             55.2%       57.4%       55.1%       53.5%       52.8%

Service revenues          44.8%       42.6%       44.9%       46.5%       47.2%
                         -----       -----       -----       -----       ----- 

                         100.0%      100.0%      100.0%      100.0%      100.0%
                         =====       =====       =====       =====       ===== 
</TABLE>

       Service revenues are derived principally from DIGITAL and multivendor
hardware and software product services, network and systems integration services
and outsourcing and resource management services.

PRODUCTS

       Most of the Corporation's systems are general purpose digital computers,
designed to perform, interpret and record computations on collected data or act
as servers providing computing resources across a network, the World Wide Web,
and through distributed application environments. The Corporation offers a broad
range of computer clients and servers based on DIGITAL's Alpha(TM) and VAX(R)
architectures, and the Intel(R) X86 and Pentium(R) architectures.

       COMPUTER SYSTEMS: The Corporation's 64-bit, reduced instruction set
computing ("RISC") architecture known as "Alpha" is designed to support
multiple operating systems and to be the foundation for a leading high
performance computer system family. The Corporation offers a complete line of
Alpha-based products, ranging from chips and boards to high performance
workstations and servers to larger general purpose computer systems. Alpha
supports three major operating systems: Digital UNIX(R)-- the Corporation's
64-bit UNIX(R) operating system, the Corporation's OpenVMS(TM) operating system
and Microsoft Corporation's ("Microsoft") Windows NT(R) operating system. As
part of DIGITAL's strategic partnership with Microsoft, Microsoft is working





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<PAGE>   3

with the Corporation to develop a 64-bit version of the Windows NT operating
system, which would support Alpha as its first 64-bit implementation.

       The Corporation also offers a full range of Intel-based personal
computers, workstations and servers. These products support Microsoft's
Windows(R), Windows 95(R) and Windows NT operating systems. During fiscal 1997,
the Corporation introduced new server, desktop and mobile computer products
incorporating the most up-do-date X86-based microprocessor chips. The
Corporation's offerings include the Prioris(TM) line of server products,
Celebris(TM) high-end desktop products, Venturis(TM) low-end desktop products
and the VP HiNote(TM) line of mobile computer products.

       The Corporation's 64-bit Alpha-based servers provide a high-performance
platform for a wide spectrum of business and enterprise-level applications,
including memory and transaction intensive applications in areas such as data
warehousing, transaction processing and scientific and technical computing.
64-bit database, data server and data warehousing applications from Oracle
Corporation and other database vendors implemented on the Corporation's high
performance, 64-bit Alpha-based systems process data significantly faster than
similar applications running on currently available 32-bit systems. DIGITAL's
Alpha-based systems also serve as a computing platform in the emerging Internet
and corporate Intranet environments.

       In March 1997, the Corporation announced a faster, 600MHz version of its
high performance Alpha 21164 microprocessor for workstations and servers. These
top-performing chips are uniquely suited to the high performance requirements of
visual computing applications such as video conferencing, modeling, video
editing, multi-media authoring, image rendering and animation.

       STORAGE SYSTEMS, MICROPROCESSORS AND NETWORK PRODUCTS: The Corporation's
offerings include its StorageWorks family of peripheral and data storage
products for use with its computer systems which are designed to provide
high-performance, flexible and scaleable enterprise-wide storage solutions in
multivendor environments.

       The Corporation has developed, and manufactures and sells a family of
high performance, 64-bit Alpha microprocessors which are used in sophisticated
computer applications. The Corporation has established relationships with
Samsung Electronics Co., Ltd. and Mitsubishi Corp., through which it has granted
each of Samsung and Mitsubishi the right to manufacture and market the
Corporation's Alpha microprocessors and incorporate them into their computer
systems and other products. The Corporation also manufactures and sells the
StrongARM microprocessor, a low-cost, low-power, high performance chip designed
to power network computers, set-top boxes and other Internet appliances.

       The Corporation is also a manufacturer and supplier of network
components, including hubs, routers, switches and adapters. The Corporation's
enVISN (Enterprise Virtual Intelligent Switched Network) open network
architecture creates flexible virtual networks linking users in different groups
and sites by combining virtual LAN (local area network) technology, distributed
routing and high speed switching with centralized, policy-based administration.

       SOFTWARE: The Corporation designs, develops or acquires from third
parties and distributes under license various software products for use on its




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<PAGE>   4

computer systems and computer systems from other vendors. The Corporation,
independently and through partners, offers software products consisting of
operating systems, communication and networking software, run-time services
(such as data/information handling and graphical user interfaces), language
compilers, mail and messaging, productivity tools, production systems (including
databases and transaction processing monitors), office and workgroup software
frameworks and other application software. The Corporation's software offerings
are intended to promote open client/server computing and, to this end, are
designed to industry-standard interfaces that enable applications to work across
different platforms and operating systems and enable customers to integrate and
manage multivendor environments.

       FX!32(TM), DIGITAL's translation and emulation software, allows
Alpha-based systems to run Windows NT and Windows 95 32-bit software
applications. The Corporation is developing a set of tools and utilities that
will enable customers and software developers to write applications on Windows
NT and deploy them in and across the Windows NT, DIGITAL 64-bit UNIX and OpenVMS
computing environments. The Corporation has also established partnerships with
leading independent software vendors to develop software applications for its
64-bit UNIX and OpenVMS operating systems.

       The Corporation continues to make available without charge over the World
Wide Web its AltaVista Internet Search Service which helps Internet users find
information anywhere on the World Wide Web or in Internet news groups. The
Corporation believes that the AltaVista Internet Search Service is among the
fastest and most comprehensive Web indices available. The Corporation also
offers a portfolio of software products and services for the integrated
Internet/intranet environment.

SERVICES

       The Corporation provides a comprehensive portfolio of technical
consulting, integration, support and maintenance services through a global
network of approximately 23,000 employees, as well as service delivery partners,
to help customers plan, implement, manage and maintain their information
technology solutions.

       The Corporation's service offerings include maintenance and support
services for the Corporation's software and hardware products, as well as for
software and hardware products manufactured by other companies; information
systems consulting; technical and application design services; systems
integration and project management services; network design, integration and
support services; and outsourcing and resource management services.

       The Corporation has established a number of services alliances with
companies in the information technology industry. To support customer's
migration to Windows NT-based platforms, the Corporation has trained, and
Microsoft has certified, a professional services workforce of approximately
1,600 engineers dedicated to providing comprehensive systems integration and
service solutions. Under the Corporation's alliance with MCI Communications
Corporation ("MCI") and Microsoft, MCI delivers Internet and Intranet products
and services to MCI subscribers based upon the Corporation's Alpha servers,
Microsoft's Windows NT operating system, and Microsoft Exchange(TM) and Internet
Explorer software products, and backed by the Corporation's support and systems
integration services. The Corporation is a leading provider of mail and
messaging solutions in the global enterprise environment, having announced
during the fourth quarter of fiscal 1997 that it had passed the one millionth
Microsoft Exchange seat under contract. The Corporation also has 




                                       4
<PAGE>   5

been designated a preferred service provider by Computer Associates
International, Inc.

SALES AND DISTRIBUTION

       The Corporation directly sells, markets and supports its products and
services through multiple locations throughout the world. In the fourth quarter
of fiscal 1997, the Corporation refined its organizational structure, including
a unified worldwide sales and marketing organization focused on providing
integrated solutions to meet customers' needs.

       Arrangements with third parties, including software developers, value
added resellers (VARs) and authorized distributors, are an increasingly
important part of the Corporation's focus on providing complete solutions to its
customers and expanding distribution of its products and services through
indirect channels. As more of the Corporation's products and services are
distributed through indirect channel partners ("Resellers"), the Corporation's
relationships with these parties, and their financial condition, become more
important to the Corporation's consolidated results of operations. Resellers
adjust their ordering patterns in response to market conditions. Resellers may
increase orders during times of product shortages, delay orders in anticipation
of new products or cancel orders if the channel already has sufficient product
on hand to meet projected demand.

       For the fiscal year ended June 28, 1997, approximately 5.9% of the
Corporation's total operating revenues were derived directly from sales to
various agencies of the U.S. Government, and no other customer of the
Corporation accounted for more than 3% of total revenues.

       The Corporation believes that the dollar amount of backlog is not a 
meaningful indication of future revenues and historically has not published
such data. It has been and continues to be the Corporation's objective to
minimize the time from the receipt of a purchase order to delivery of the
product.

INTERNATIONAL OPERATIONS

       Sales by the Corporation to customers outside the United States amounted
to 67%, 66% and 65% of total operating revenues for the fiscal years ended June
28, 1997, June 29, 1996 and July 1, 1995, respectively. International sales and
marketing operations are conducted through subsidiaries, by direct sales from
the parent company, by resellers and through various representative and
distributorship arrangements.

       The Corporation's international business is subject to risks customarily
encountered in foreign operations, including fluctuations in monetary exchange
rates, import and export controls and the economic, political and regulatory
policies of foreign governments.

       See Notes A, B, C and I of Notes to Consolidated Financial Statements,
incorporated by reference herein, for further information on the Corporation's
international operations, including financial information concerning the
Corporation's operations by major geographical area.

COMPETITION

       The information technology industry is highly competitive, international
in scope and comprised of many companies. The methods of competition include




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<PAGE>   6


product performance, quality and reliability, price, service and support and
marketing and distribution, among others. Present and potential competition in
the various markets served by the Corporation comes from firms of various sizes
and types, some of which are larger and have greater resources than the
Corporation. Firms not now in direct competition with the Corporation may
introduce competing products and services in the future. It is possible for
companies to be at various times competitors, customers and collaborators in
different markets.

MATERIALS

       The Corporation obtains a wide variety of components, assemblies and raw
materials from a substantial number of suppliers. The Corporation has
established or has available alternate sources of supply for many of these
materials. The Corporation believes that the materials required for its
manufacturing operations are presently available in quantities sufficient to
meet demand; however, a portion of the Corporation's manufacturing operations is
dependent on the timely delivery of certain sub-assemblies and components from
significant suppliers. The failure of such suppliers to deliver such items on a
timely basis or in sufficient quantities could adversely affect the
Corporation's results of operations.

ENVIRONMENTAL AFFAIRS

       The Corporation's facilities are subject to numerous laws and regulations
designed to protect human health and safety and the environment. Under
applicable state laws, the Corporation is incurring costs in connection with the
investigation and remediation of certain properties owned and/or operated by the
Corporation. Pursuant to the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980 ("CERCLA"), as amended, the Corporation is sharing the
costs of cleaning up certain sites listed on the federal National Priorities
List of Superfund Sites. In the opinion of the Corporation, compliance with
these laws and regulations has not had and should not have a material effect on
the Corporation's capital expenditures, results of operations or financial
condition.

INTELLECTUAL PROPERTY

       Intellectual property rights owned or licensed by the Corporation include
patents, copyrights, trade secrets, trademarks and maskwork rights that relate
to its products. While the Corporation's competitive technology position is not
determined by or dependent upon any single factor, the Corporation's portfolio
of patents and patent applications is of significant value to the Corporation.
The Corporation takes appropriate action to enforce its intellectual property
rights.

RESEARCH AND ENGINEERING

       The Corporation is in an industry which is characterized by rapid
technological change. In the fiscal years ended June 28, 1997, June 29, 1996 and
July 1, 1995, the Corporation spent $1.01 billion, $1.06 billion and $1.04
billion, respectively, for research and engineering (R&E). At the end of fiscal
1997, the Corporation consolidated product development under the Products
Division to better coordinate and focus research and development efforts. The
Corporation believes that its level of R&E spending as a percentage of total
operating revenues is appropriate to support current operations and to offer
competitive, market-driven products.




                                       6
<PAGE>   7


EMPLOYEES

       The Corporation had approximately 54,900 employees worldwide at June 28,
1997.

EXECUTIVE OFFICERS OF THE CORPORATION

       The following table sets forth the names and ages of the ten executive
officers of the Corporation and certain information relating to their positions
held with the Corporation. 
                                                                 
<TABLE>
<CAPTION>
                                                                 YEAR FIRST
                                                                 BECAME AN 
                                                                 EXECUTIVE 
NAME                     AGE     PRESENT TITLE                   OFFICER   
                                                                 

<S>                      <C>                                        <C> 
Robert B. Palmer         57      Director; Chairman of the          1985
                                 Board, President and Chief
                                 Executive Officer

Bruce L. Claflin         45      Senior Vice President,             1996
                                 Worldwide Sales and Marketing

Harold D. Copperman      50      Senior Vice President,             1996
                                 Digital Products Division

Ilene B. Jacobs          50      Vice President, Human Resources    1985

Alexis Makris            44      Vice President and Corporate       1997
                                 Controller

Paul J. Milbury          49      Vice President and Treasurer       1996

Vincent J. Mullarkey     49      Vice President, Finance and        1992
                                 Chief Financial Officer

John J. Rando            45      Senior Vice President,             1993
                                 Digital Services Division

Thomas C. Siekman        55      Vice President and General         1993
                                 Counsel

William D. Strecker      53      Vice President, Corporate          1985
                                 Strategy and Technology and
                                 Chief Technical Officer
</TABLE>

---------------------

Executive officers of the Corporation are elected annually and hold office until
the first meeting of the Board of Directors following the annual meeting of
stockholders and until their successors have been chosen and qualified. All of
the executive officers named have been officers or held managerial positions in
the Corporation for at least the last five years, except for Mr. Claflin and Mr.
Copperman. Prior to joining the Corporation in November 1995, Mr. Claflin held
various positions in marketing and product development during his 22-year career
at International Business Machines Corporation, most recently serving as General
Manager, Product and Brand Management for the IBM Personal Computer Company from
June 1994 to October 1995, as President, IBM Personal Computer Company -
Americas, from August 1993 to June 1994 and as General Manager, Mobile Computing
of IBM Personal Computer Company from June 1992 to August 1993. Prior to joining
the Corporation, Mr. Copperman was President and Chief Executive Officer of the
Informations Systems Group of JWP Inc., a computer reseller and services
company, from 1991 to 1993, and President and Chief Operating Officer of
Commodore Business Machines, Inc. from 1989 to 1991.



                                       7

<PAGE>   8

ITEM 2.  PROPERTIES

       At the end of fiscal year 1997, the Corporation owned or leased
approximately 24.9 million square feet of space worldwide. The Corporation
occupied approximately 19.0 million square feet, leased or sub-leased to others
approximately 3.3 million square feet, and due to restructuring actions, had
vacant space of approximately 2.5 million square feet, most of which is
available for sale or sub-lease. The total space owned or leased decreased by
approximately 3.4 million square feet from the prior year. Approximately 51% of
the occupied space is located in the United States; approximately 60% of the
occupied space is owned. The Corporation's occupied facilities are substantially
utilized, well maintained and suitable for the products and services offered by
the Corporation.

ITEM 3.  LEGAL PROCEEDINGS

       During the fourth quarter of fiscal 1994, the Corporation was named as a
defendant in several purported class action lawsuits filed in the U.S. District
Court for the Southern District of New York and the U.S. District Court for the
District of Massachusetts alleging violations of the Federal securities laws
arising from alleged misrepresentations and omissions in connection with the
Corporation's issuance and sale of Series A 8-7/8% Cumulative Preferred Stock
and the Corporation's financial results for the fiscal quarter ended April 2,
1994. The Massachusetts and New York lawsuits were all effectively consolidated
into three cases, which were pending before the U.S. District Court for the
District of Massachusetts. On August 8, 1995, the Massachusetts federal court
granted the defendants' motion to dismiss all three cases in their entirety. On
May 7, 1996, the U.S. Court of Appeals for the First Circuit affirmed in part
and reversed in part the dismissal of the two cases and remanded for further
proceedings.

       On May 12, 1997, the Corporation filed a lawsuit in the U.S. District
Court for the District of Massachusetts against Intel Corporation ("Intel"). The
lawsuit alleges that Intel, through the manufacture and sale of its Pentium (R),
Pentium with MMX(TM) Technology, Pentium Pro and Pentium II microprocessors,
willfully infringes, and contributes to the infringement by others of, ten
Digital patents protecting inventions in the area of computer architecture and
microprocessor design. Digital's lawsuit seeks an injunction to prohibit Intel
from using Digital's patented technology in its present and future
microprocessor products, monetary damages for Intel's infringement and enhanced
damages for willful infringement. On July 2, 1997, Intel answered the
Corporation's lawsuit denying liability, and filed a counterclaim seeking a
declaratory judgment that the patents on which the Corporation sued are invalid
and unenforceable. The Corporation has replied to Intel's counterclaim stating
that the patents are valid, enforceable and infringed by Intel.

       On September 3, 1997, Intel filed a motion for leave to amend its answer
and counterclaims, which Digital is opposing, requesting, among other things,
the right to assert counterclaims against Digital claiming willful infringement
by Digital of nine Intel patents through the manufacture, sale and use of
certain microprocessor and related products and seeking monetary damages and
injunctive relief. On September 3, 1997, Intel also filed a lawsuit in the U.S.
District Court for the District of Oregon claiming willful infringement by
Digital of five Intel patents through the manufacture, sale, use and service of
various computer products and seeking monetary damages and




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<PAGE>   9


injunctive relief. Digital is in the process of assessing Intel's claims and
proposed counterclaims and intends to vigorously defend against them.

       On May 27, 1997, Intel filed a lawsuit in the U.S District Court for the
Northern District of California against the Corporation alleging breach of
contract, misappropriation of trade secrets, unlawful competition and unfair
business practices and to recover personal property. Intel's lawsuit requests
monetary damages and an injunction seeking the return of certain Intel
proprietary information. On July 23, 1997, the Corporation answered Intel's
lawsuit, denying any and all liability to Intel.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       During the fourth quarter of the fiscal year covered by this report, no
matter was submitted to a vote of security holders, through the solicitation of
proxies or otherwise.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

       See the section entitled "Investor information -- Information on Common
Stock," which is incorporated herein by reference, appearing on page 59 of the
Corporation's 1997 Annual Report to Stockholders.

ITEM 6. SELECTED FINANCIAL DATA.

       See the section entitled "Eleven-year financial summary," which is
incorporated herein by reference, appearing on pages 26 and 27 of the
Corporation's 1997 Annual Report to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

       See the section entitled "Management's discussion and analysis of
financial condition and results of operations," which is incorporated herein by
reference, appearing on pages 28 through 32 of the Corporation's 1997 Annual
Report to Stockholders.

ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

       See Note I to the consolidated financial statements, which is
incorporated herein by reference, appearing on pages 47 through 50 of the
Corporation's 1997 Annual Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

       The financial statements and supplementary data, which are incorporated
herein by reference from the Corporation's 1997 Annual Report to Stockholders,
are indexed under Item 14(a)(1). See also the financial statement schedules
appearing herein, as indexed under Item 14(a)(2).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

       None.




                                       9
<PAGE>   10

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

       See the section entitled "Election of Directors," which is incorporated
herein by reference from the Corporation's Proxy Statement for its 1997 Annual
Meeting of Stockholders. See also the section entitled "Executive Officers of
the Corporation" appearing in Part I hereof.

ITEM 11. EXECUTIVE COMPENSATION.

       See the section entitled "Executive Compensation," which is incorporated
herein by reference from the Corporation's Proxy Statement for its 1997 Annual
Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       See the section entitled "Security Ownership of Directors and Executive
Officers" which is incorporated herein by reference from the Corporation's Proxy
Statement for its 1997 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       None.


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

       (a)    The following documents are filed as part of this report:

              (1)    Financial statements which are incorporated herein by
                     reference from the Corporation's 1997 Annual Report to
                     Stockholders:

                     Report of Independent Accountants (page 33).

                     Consolidated Statements of Operations for fiscal years
                     1997, 1996 and 1995 (page 34).

                     Consolidated Balance Sheets as at June 28, 1997 and June
                     29, 1996 (page 35).

                     Consolidated Statements of Cash Flows for fiscal years
                     1997, 1996 and 1995 (page 36).

                     Consolidated Statements of Stockholders' Equity for fiscal
                     years 1997, 1996 and 1995 (page 37).

                     Notes to Consolidated Financial Statements (pages 38
                     through 54).

                     Eleven-Year Financial Summary (pages 26 and 27).

                     Quarterly Financial Data (page 54).



                                       10
<PAGE>   11

       The Corporation's 1997 Annual Report to Stockholders is not to be deemed
filed as part of this report except for those parts thereof specifically
incorporated herein by reference.

(2)    Financial statement schedules:

                Page

                S-1      Report of Independent Accountants

                S-2      II - Valuation and Qualifying Accounts and Reserves

       No other schedules are contained herein either because they are not
required, not applicable or the information has been included in the financial
statements or the notes thereto.

       Individual financial statements of the Corporation's subsidiaries have
been omitted because it is primarily an operating company and the consolidated
subsidiaries are not indebted, in a material amount, to any person other than to
the parent or to other consolidated subsidiaries.

(3)    Exhibits:

       3(a) - Restated Articles of Organization of the Corporation dated March
              11, 1991 (filed under cover of Form SE as Exhibit 3(a) to the
              Corporation's Annual Report on Form 10-K for the fiscal year ended
              June 29, 1991 and incorporated herein by reference).

        (b) - Articles of Amendment filed with the Secretary of State of the
              Commonwealth of Massachusetts on November 4, 1993 (filed as
              Exhibit 4.3 to the Corporation's Registration Statement on Form
              S-3, No. 33-51987 and incorporated herein by reference).

        (c) - Certificate of Designation filed with the Secretary of State of
              the Commonwealth of Massachusetts on March 21, 1994 (filed as
              Exhibit 4.1 to the Corporation's Current Report on Form 8-K filed
              on March 23, 1994 and incorporated herein by reference).

        (d) - By-laws of the Corporation, as amended (filed as Exhibit 3(d) to
              the Corporation's Annual Report on Form 10-K for the fiscal year
              ended July 1, 1995 and incorporated herein by reference).

       4(a) - Rights Agreement dated as of December 11, 1989 between the
              Corporation and First Chicago Trust Company of New York, as Rights
              Agent (filed under cover of Form SE as Exhibit 4.1 to the
              Corporation's Current Report on Form 8-K dated December 12, 1989
              and incorporated herein by reference).

        (b) - Indenture dated as of September 15, 1992 between Citibank, N.A.
              as Trustee, and the Corporation ("Indenture") (filed as Exhibit 4
              to the Corporation's Registration Statement on Form S-3, No.
              33-51378 and incorporated herein by reference).

        (c) - Form of 7 1/8% Note Due 2002, issued under the Indenture (filed
              as Exhibit 4.2 to the Corporation's Quarterly Report on Form 10-Q
              for the quarter ended December 26, 1992 and incorporated herein by
              reference).


                                       11
<PAGE>   12


        (d) - Form of 8 5/8% Debenture due November 1, 2012, issued under the
              Indenture (filed as Exhibit 4.3 to the Corporation's Quarterly
              Report on Form 10-Q for the quarter ended December 26, 1992 and
              incorporated herein by reference).

        (e) - Form of 7% Note Due 1997, issued under the Indenture (filed as
              Exhibit 4.4 to the Corporation's Quarterly Report on Form 10-Q for
              the quarter ended December 26, 1992 and incorporated herein by
              reference).

        (f) - Form of 7 3/4% Debenture due April 1, 2023, issued under the
              Indenture (filed as Exhibit 4.2 to the Corporation's Quarterly
              Report on Form 10-Q for the quarter ended March 27, 1993 and
              incorporated herein by reference).

      10(a) - 1968 Employee Stock Purchase Plan (filed as Exhibit 99.1 to the
              Corporation's Registration Statement on Form S-8, No. 333-17049
              and incorporated herein by reference).*

        (b) - 1981 International Employee Stock Purchase Plan (filed as
              Exhibit 99.2 to the Corporation's Registration Statement on Form
              S-8, No. 333-17049 and incorporated herein by reference.)*

        (c) - 1985 Restricted Stock Option Plan, as amended (filed under cover
              of Form SE as Exhibit 10(d) to the Corporation's Annual Report on
              Form 10-K for the fiscal year ended July 1, 1989 and incorporated
              herein by reference).*

        (d) - 1990 Equity Plan, as amended (filed as Exhibit 10(a) to the
              Corporation's Quarterly Report on Form 10-Q for the quarter ended
              December 30, 1995).*

        (e) - 1990 Stock Option Plan for Nonemployee Directors, as amended
              (filed as Exhibit 10(f) to the Corporation's Annual Report on Form
              10-K for the fiscal year ended July 1, 1995 and incorporated
              herein by reference).*

        (f) - 1995 Equity Plan, as amended.*

        (g) - 1995 Stock Option Plan for Nonemployee Directors, as amended.*

        (h) - Deferred Compensation Plan for Non-Employee Directors as Amended
              and Restated Effective 18 May 1987, and as further amended on
              April 22, 1991 and on June 17, 1996 (filed as Exhibit 10(g) to the
              Corporation's Annual Report on Form 10-K for the fiscal year ended
              June 29, 1996 and incorporated herein by reference).*

        (i) - Deferred Compensation Plan for Executives (filed as Exhibit
              10(h) to the Corporation's Annual Report on Form 10-K for the
              fiscal year ended June 29, 1996 and incorporated herein by
              reference).*

        (j) - Retirement Arrangement for Non-Employee Directors, as amended.*

        (k) - Form of Indemnification Agreement in effect between the
              Corporation and each of its officers and directors (filed as
              Exhibit 10(g) to the Corporation's Annual Report on Form 10-K for



                                       12
<PAGE>   13

              the fiscal year ended July 2, 1988 and incorporated herein by
              reference).*

        (l) - Digital Equipment Corporation SAVE Restoration Plan (as
              established effective as of July 1, 1995) (filed as Exhibit 10(b)
              to the Corporation's Quarterly Report on Form 10-Q for the quarter
              ended September 30, 1995 and incorporated herein by reference).*

        (m) - Letter Agreement from the Corporation to Bruce L. Claflin dated
              October 19, 1995.*

        (n) - Digital Equipment Corporation Cash Account Pension Restoration
              Plan (filed as Exhibit 10 to the Corporation's Quarterly Report on
              Form 10-Q for the quarter ended December 28, 1996 and incorporated
              herein by reference).*

         11 - Computation of net income/(loss) per common share and common
              share equivalent.

         13 - The Corporation's 1997 Annual Report to Stockholders, certain
              portions of which have been incorporated herein by reference.

         21 - List of Subsidiaries.

         23 - Consent of Independent Accountants.

         27 - Financial Data Schedule.


* Indicates management contract or compensatory plan or arrangement.


(b) Reports on Form 8-K:

       The Corporation filed with the Securities and Exchange Commission a
Current Report on Form 8-K on May 13, 1997 which reported the filing of a
lawsuit against Intel Corporation as described in Item 2, Legal Proceedings, of
this Annual Report on Form 10-K.




                                       13
<PAGE>   14

                                   SIGNATURES

       PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.


                                      DIGITAL EQUIPMENT CORPORATION
                                      (Registrant)

Date: September 16, 1997              By /s/ Robert B. Palmer
                                         -------------------------------------
                                         ROBERT B. PALMER
                                         CHAIRMAN OF THE BOARD,
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER


       PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.


Signature                            Title                        Date
---------                            -----                        ----

/s/ Robert B. Palmer          Chairman of the Board,         September 16, 1997
-------------------------     President and Chief     
ROBERT B. PALMER              Executive Officer     
                              (Principal Executive  
                              Officer) and Director 

                                    
/s/ Vincent J. Mullarkey      Vice President, Finance        September 16, 1997
-------------------------     and Chief Financial Officer   
VINCENT J. MULLARKEY          (Principal Financial Officer) 

                               
/s/ Alexis Makris             Vice President and             September 16, 1997
-------------------------     Corporate Controller           
ALEXIS MAKRIS                 (Principal Accounting Officer)

                               
/s/ Vernon R. Alden           Director                       September 16, 1997
-------------------------
VERNON R. ALDEN


/s/ Colby H. Chandler         Director                       September 16, 1997 
-------------------------
COLBY H. CHANDLER


/s/ Arnaud de Vitry           Director                       September 16, 1997
-------------------------
ARNAUD DE VITRY


/s/ Frank P. Doyle            Director                       September 16, 1997
-------------------------
FRANK P. DOYLE


/s/ Kathleen F. Feldstein     Director                       September 16, 1997 
-------------------------   
KATHLEEN F. FELDSTEIN



                                       14
<PAGE>   15

/s/ Thomas P. Gerrity         Director                       September 16, 1997 
-------------------------
THOMAS P. GERRITY


/s/ Thomas L. Phillips        Director                       September 16, 1997 
----------------------        
THOMAS L. PHILLIPS


/s/ Delbert C. Staley         Director                       September 16, 1997 
---------------------         
DELBERT C. STALEY










                                      15

<PAGE>   16
                        REPORT OF INDEPENDENT ACCOUNTANTS

       Our report on the consolidated financial statements of Digital Equipment
Corporation has been incorporated by reference in this Form 10-K from page 33 of
the 1997 Annual Report to Stockholders of Digital Equipment Corporation. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the index on page 11 of this
Form 10-K.

       In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

                                        /s/ Coopers & Lybrand L.L.P.
                                        -------------------------------------
                                        COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
July 24, 1997

































                                       S-1
<PAGE>   17


                                                                     SCHEDULE II

                          DIGITAL EQUIPMENT CORPORATION

                 Valuation and Qualifying Accounts and Reserves

                                 (In Thousands)

<TABLE>
<CAPTION>

Column A                            Column B     Column C     Column D      Column E     Column F 
--------                            --------     --------     --------      --------     -------- 
                                   Balance at    Charged     Charged to    Deductions    Balance
                                   beginning       to          other          from       at end of
Description                        of period    operations    accounts     reserves(a)    period
-----------                        ---------    ----------   ----------    -----------   ---------
<S>                                <C>          <C>           <C>           <C>         <C>     

Allowance for Possible Losses 
on Accounts Receivable

Year ended:

June 28, 1997                      $182,033     112,117           --        30,387      $263,763
June 29, 1996                      $150,655      61,140           --        29,762      $182,033
July 01, 1995                      $111,925      55,307       29,886(b)     46,463      $150,655

</TABLE>


(a)  Uncollectible accounts and adjustments.
(b)  Includes recovery of accounts previously written-off.





                                      S-2