EXHIBIT 3.2

                                                          Amended and Restated
                                                            September 25, 1997

                                       BYLAWS
                                         OF
                            COMPAQ COMPUTER CORPORATION


                                ARTICLE I - OFFICES

     SECTION 1.1.   Registered Office.  The registered office of the
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Corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle, and the name of its registered agent shall be The
Corporation Trust Company.

     SECTION 1.2.   Other Offices.  The Corporation may also have offices at
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such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the
Corporation may require.

                     ARTICLE II - MEETINGS OF STOCKHOLDERS

     SECTION 2.1.   Place of Meeting.  All meetings of stockholders shall be
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held at such place, either within or without the State of Delaware, as shall
be designated from time to time by the Board of Directors.

     SECTION 2.2.   Annual Meeting.  The annual meeting of stockholders for
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the election of directors shall be held at such date and time as shall be
designated from time to time by the Board of Directors.

     SECTION 2.3.   Special Meeting.  Special meetings of the stockholders,
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for any purpose or purposes, unless otherwise prescribed by the General
Corporate Law of the State of Delaware as the same may be amended from time to
time ("Delaware Law") or the certificate of incorporation of the Corporation
(the "Certificate of Incorporation"), may be called by the Board of Directors.
The Board of Directors shall fix the time and place, either within or without
the State of Delaware, for such meeting and shall state the purpose of such
meeting.

     SECTION 2.4.   Notice of Meeting.  Unless otherwise provided by Delaware
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Law, written notice of any meeting of stockholders, stating the time, place
and purpose, shall be given to each stockholder entitled to vote at the
meeting not less than 10 nor more than 60 days before the meeting.

     SECTION 2.5.   Quorum.  The holders of a majority of the shares of
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capital stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at any meeting of stockholders
except as otherwise provided by Delaware Law.  The holders of a majority of
the shares of capital stock present in person or represented by proxy and
entitled to vote, whether or not a quorum is present, shall have power to
adjourn the meeting from time to time.

     SECTION 2.6.   Voting.  Directors shall be elected by a plurality of the
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votes of the shares present in person or represented by proxy at a meeting of
stockholders and entitled to vote on the election of directors.  When a quorum
is present at any meeting of stockholders, the vote of the holders of a
majority of the shares of capital stock entitled to vote at the meeting,
present in person or represented by proxy, shall decide any other question
brought before such meeting, unless the question is one upon which, by express
provision of Delaware Law, a different vote is required, in which case such
express provision shall govern such question.

     SECTION 2.7.   Consent of Stockholders.  Any action required to be taken
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at any annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding capital stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote were present and voted and shall be delivered to
the Corporation as required by Delaware Law.  The record date for a consent in
writing shall be established in accordance with Section 2.8 of these Bylaws.
Prompt notice of the taking of any corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have
not consented in writing.

     SECTION 2.8.   Fixing Record Date for Action By Consent of Stockholders.
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In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of
Directors shall fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors, and which date shall not be more than 10 days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written notice
to the Secretary, request the Board of Directors to fix a record date.  The
Board of Directors shall promptly, but in all events within 10 days after the
date on which such a request is received, adopt a resolution fixing the record
date.  If the Board of Directors shall fail to establish a record date in a
timely manner and prior action by the Board of Directors is not required by
Delaware Law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be the first date on
which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation as required by Delaware Law.  If no
record date has been fixed by the Board of Directors and prior action by the
Board of Directors is required by Delaware Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

     SECTION 2.9.   Nomination of Directors.  Only persons who are nominated
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in accordance with the procedures set forth in this Section shall be eligible
to serve as directors.  Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of stockholders (a) by
or at the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section.  For any nomination to be properly brought before a
stockholder meeting by a stockholder, the stockholder must have given timely
notice of the nomination in writing to the Secretary of the Corporation.  To
be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation not less than 90 days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders (or, if the date of the meeting is more than 30 days before or
after such anniversary date, not less than 90 days prior to the date of such
meeting; provided, however, that in the event that public disclosure of the
date of the meeting is made less than 100 days before the date of the meeting,
notice by the stockholder must be received not later than the close of
business on the 10th day following such public disclosure.  Such stockholder's
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934 (including such person's written
consent to serving as a director if elected); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the
Corporation's books of such stockholder, (ii) the class and number of shares
of the Corporation which are beneficially owned by such stockholder and (iii)
a description of all arrangements or understandings between each such
stockholder and any nominee or any other person or persons (naming such person
or persons) in connection with or relating to the making of the nomination or
nominations to serve on the Board of Directors if elected.  At the request of
the Board of Directors, any person nominated by the Board of Directors for
election as a director shall furnish to the Secretary of the Corporation the
information required to be set forth in a stockholder's notice of nomination
which pertains to the nominee.  Notwithstanding anything in these bylaws to
the contrary, no person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section.  If the Chairman of the meeting shall determine, based on the
facts, that a nomination was not made in accordance with the procedures
prescribed by this Section, he shall so declare to the meeting and the
defective nomination shall be disregarded.  Notwithstanding the foregoing
provisions of this Section, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, and the rules
and regulations thereunder, with respect to the matters set forth in this
Section.

     SECTION 2.10.   Notice of Business.  At any meeting of the stockholders,
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only such business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of the notice provided for in this Section, who shall be entitled to
vote at such meeting and who complies with the notice procedures set forth in
this Section.  For business to be properly brought before a stockholder
meeting by a stockholder, the stockholder must have given timely notice of the
business in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 90 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders (or if the date of the meeting is more than 30 days before or
after such anniversary date, not less than 90 days prior to the date of such
meeting; provided, however, that in the event that public disclosure of the
date of the meeting is made less than 100 days before the date of the meeting,
notice by the stockholder must be received not later than the close of
business on the 10th day following such public disclosure).  Such
stockholder's notice shall set forth as to each matter the stockholder
proposes to bring before the meeting (a) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, (b) the name and address, as they appear on the
Corporation's books of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder and (d) any material interest of the stockholder in such business.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at a stockholder meeting except in accordance with the procedures
set forth in this Section.  If the Chairman of the meeting shall determine,
based on the facts, that business was not properly brought before the meeting
in accordance with the provisions of this Section, he shall so declare to the
meeting and any such business not properly brought before the meeting shall
not be transacted.  Notwithstanding the foregoing provisions of this Section,
a stockholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, and the rules and regulations thereunder,
with respect to the matters set forth in this Section.

                       ARTICLE III - BOARD OF DIRECTORS

     SECTION 3.1.   Powers.  The business and affairs of the Corporation shall
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be managed by or under the direction of its Board of Directors except as
otherwise provided by Delaware Law or the Certificate of Incorporation.

     SECTION 3.2.   Number, Election, and Term.  The number of directors that
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shall constitute the whole Board of Directors shall be not less than seven and
not more than twelve.  Such number of directors shall from time to time be
fixed by resolution of the Board of Directors.   The directors shall be
elected at the annual meeting of stockholders, except as provided in Section
3.3, and each director elected shall hold office until his successor shall be
elected and shall qualify or his earlier death, resignation or removal.
Directors need not be residents of Delaware or stockholders of the
Corporation.

     SECTION 3.3.   Vacancies, Additional Directors, Removal From Office.  If
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any vacancy occurs on the Board of Directors caused by death, resignation or
removal from office of any director or otherwise, or if any new directorship
is created by an increase in the authorized number of directors, a majority of
the directors then in office or the sole remaining director may choose a
successor or fill the newly created directorship; and a director so chosen
shall hold office until the next annual election and until his successor shall
be elected and shall qualify or his earlier death, resignation or removal.

     SECTION 3.4.  Chairman of the Board.  The Board of Directors may, by
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resolution passed by a majority of the whole Board of Directors, appoint one
of its members to serve as Chairman of the Board and one or more of its
members to serve as a Vice Chairman.  The Chairman of the Board shall preside
at all meetings of the Board of Directors of the Corporation.  The Chairman
shall formulate and submit to the Board of  Directors matters of general
policy for the Corporation and shall perform such other duties as may be
prescribed by the Board of Directors.  In the absence of the Chairman of the
Board, or in the event of his inability or refusal to act, any Vice Chairman
designated by the Board of Directors shall perform the duties and exercise the
powers of the Chairman of the Board and in the absence of a Vice Chairman, the
President shall perform such duties and exercise such powers.

     SECTION 3.5.   Regular Meeting.  A regular meeting of the Board of
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Directors shall be held each year, without notice other than these bylaws, at
the place of, and immediately following, the annual meeting of stockholders,
and other regular meetings of the Board of Directors shall be held at such
time and place as the Board of Directors may provide, by resolution, either
within or without the State of Delaware, without other notice than such
resolution.

     SECTION 3.6.   Special Meeting.  A special meeting of the Board of
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Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
The Chairman or President so calling, or the two directors so requesting, any
such meeting shall fix the time and place, either within or without the State
of Delaware, for such meeting.

     SECTION 3.7.   Notice of Special Meeting.  Written notice of special
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meetings of the Board of Directors shall be given to each director at least 48
hours prior to the time of such meeting.  Any director may waive notice of any
meeting.  The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 3.8.   Quorum.  A majority of the Board of Directors then in
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office shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the
Board of Directors, except as may be otherwise specifically provided by
Delaware Law or the Certificate of Incorporation.  The directors present at
any meeting of the Board of Directors, whether or not a quorum is present, may
adjourn the meeting from time to time, without notice other than announcement
at the meeting.  At the adjourned meeting, the Board of Directors may transact
any business which might have been transacted at the original meeting.

     SECTION 3.9.   Action Without Meeting.  Any action required or permitted
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to be taken at any meeting of the Board of Directors, or of any committee of
the Board of Directors, may be taken without a meeting, if all members of the
Board of Directors or of such committee, as the case may be, consent to the
action in writing and such written consent is filed with the minutes of
proceedings of the Board of Directors or committee.

     SECTION 3.10.   Telephonic Meetings.  Members of the Board of Directors,
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or any committee of the Board of Directors, may participate in a meeting of
the Board of Directors, or such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

     SECTION 3.11.   Compensation.  The Board of Directors shall have
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authority to fix the compensation of directors, including fees and
reimbursement of expenses.

     SECTION 3.12.   Committees of Directors.  There shall be an Audit
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Committee and a Human Resources Committee, each of which shall consist of not
less than three independent directors of the Corporation.  The Board of
Directors may, by resolution passed by a majority of the whole Board,
designate one or more additional committees, including, if they shall so
determine, an Executive Committee, each such committee to consist of one or
more directors of the Corporation.  To the extent provided in the resolution
and subject to limitations under Delaware Law, any such committee shall have
and may exercise such of the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee.  Each committee of directors shall
keep regular minutes of its proceedings and report the same to the Board of
Directors when required.

                             ARTICLE IV - OFFICERS

     SECTION 4.1.   Principal Officers.  The principal officers of the
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Corporation shall be a President, one or more Vice Presidents (any one or more
of whom may be designated Executive Vice President or Senior Vice President)
and a Secretary.   The Corporation may also have such other principal 
officers, which may include a Chief Financial Officer, as the Board of
Directors may in its discretion elect.  Any two or more offices, other than
the offices of President and Secretary, may be held by the same person.  None
of the officers need be a director, and none of the officers need be a
stockholder of the Corporation.

     SECTION 4.2.   Election and Term of Office.  The principal officers of
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the Corporation shall be elected annually by the Board of Directors at its
first regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible.  Each such principal officer shall hold
office until his successor shall have been chosen and shall have qualified or
until his earlier death, resignation or removal.

     SECTION 4.3.   Other Officers.  In addition to the principal officers
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enumerated in Section 4.1, the Corporation may have one or more other
officers, which may include staff or division officers, as the Board of
Directors may elect or the President shall in his discretion appoint.  Each
such other officer shall hold office for such period and have such title and
responsibilities as the Board of Directors or the President shall determine
and may be removed in accordance with Section 4.4.

     SECTION 4.4.   Removal and Resignation.  Any officer elected by the Board
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of Directors or appointed by the President may be removed at any time with or
without cause by the Board of Directors.  Any officer appointed by the
President may be removed at any time with or without cause by the President.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Secretary of the Corporation.

     SECTION 4.5.   Vacancies.  Any vacancy occurring in any principal office
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of the Corporation by death, resignation, removal or otherwise, may be filled
by the Board of Directors for the unexpired portion of the term.

     SECTION 4.6.   Salaries.  The salaries of all principal officers of the
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Corporation shall be fixed by the Board of Directors or pursuant to its
direction and the salaries of all other officers shall be fixed by the
President or pursuant to his direction and reviewed by the Board of Directors
or a committee of the Board of Directors.  No officer shall be prevented from
receiving such salary by reason of his also being a director.

     SECTION 4.7.   President.  The President shall be the chief executive
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officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control the business and affairs of
the Corporation.  The President shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board or any Vice
Chairman, shall preside at all meetings of the Board of Directors.  He may
also preside at any such meeting attended by the Chairman of the Board (or a
Vice Chairman) if he is so designated by the Chairman (or a Vice Chairman).
He or any officer designated by him may attend, vote at and grant proxies to
be used at any meeting of stockholders of any other corporation in which this
Corporation may hold stock.  In general he shall perform all other duties
normally incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

     SECTION 4.8.   Vice Presidents.  In the absence of the President, or in
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the event of his inability or refusal to act, any Vice President designated by
the Board of Directors shall perform the duties and exercise the powers of the
President.  The Vice Presidents shall perform such other duties as from time
to time may be assigned to them by the President or the Board of Directors.

     SECTION 4.9.   Secretary.  The Secretary shall (a) keep the minutes of
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the meetings of the stockholders, the Board of Directors and committees of the
Board of Directors; (b) see that all notices are duly given in accordance with
the provisions of these bylaws and as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation; (d) have general charge
of the stock transfer books of the Corporation; and (e) in general, perform
all duties normally incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the President or the Board of
Directors.

                             ARTICLE V - DIVIDENDS

     SECTION 5.1.   Declaration.  Subject to limitations contained in Delaware
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Law and the Certificate of Incorporation, the Board of Directors may declare
and pay dividends upon the shares of capital stock of the Corporation, which
dividends may be paid either in cash, securities of the Corporation or other
property.

                         ARTICLE VI - INDEMNIFICATION

     SECTION 6.1.   Third Party Actions.  The Corporation shall indemnify any
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person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
nominee for director nominated by the Board of Directors (a "nominee"),
officer or employee of the corporation, or is or was serving at the request of
the Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful.

     SECTION 6.2.   Actions by or in the Right of the Corporation.  The
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Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, nominee, officer or employee
of the Corporation, or is or was serving at the request of the Corporation as
a director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     SECTION 6.3.   Determination of Conduct.  The determination that a
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director, nominee or officer met the applicable standard of conduct set forth
in Sections 6.1 and 6.2 (unless indemnification is ordered by a court) shall
be made (1) by a majority vote of the directors who are not parties to such
action, suit or proceeding (the "Disinterested Directors"), even though less
than a quorum, or (2) by a committee of Disinterested Directors designated by
majority vote of the Disinterested Directors, even though less than a quorum,
or (3) if there are no Disinterested Directors, or if the Disinterested
Directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.  The determination that an employee met the applicable
standard of conduct set forth in Sections 6.1 and 6.2 (unless indemnification
is ordered by a court) shall be made by the President, or any other officer or
employee designated by the Board of Directors, or any of the persons
identified in clauses (1) - (4) of the preceding sentence.

     SECTION 6.4.   Payment of Expenses in Advance.  Expenses (including
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attorneys' fees) incurred in defending any civil, criminal or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, nominee, officer or employee to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized in this Article.

     SECTION 6.5.   Definition.  For purposes of this Article, references to
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"the Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, nominees,
officers, and employees, so that any person who is or was a director, officer
or employee of such constituent corporation, or is or was serving at the
request of such constituent corporation as director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article, with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.

     SECTION 6.6.   Indemnity Not Exclusive.  The indemnification or
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advancement of expenses provided under this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any other bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office.  Notwithstanding anything in this Article to the contrary, the
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal or investigative by reason of the fact
that he is or was a director, nominee, officer or employee of the Corporation,
or was  serving at the request of the Corporation as a director, officer or
employee of another corporation, partnership, joint venture, trust or other
enterprise, to the fullest extent permitted by applicable law.

     SECTION 6.7.   Continuation.  The indemnification and advancement of
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expenses provided by, or granted pursuant to, this Article for acts occurring
at the time such director, nominee, officer or employee was a director,
nominee, officer or employee of the Corporation shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased
to be a director, nominee, officer or employee and shall inure to the benefit
of the heirs, executors and administrators of such a person.

                          ARTICLE VII - MISCELLANEOUS

     SECTION 7.1.   Seal.  The corporate seal shall have inscribed on it the
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name of the Corporation, and the words "Corporate Seal, Delaware."  The seal
may be used by causing it or a facsimile of the seal to be impressed or
affixed or otherwise reproduced.

     SECTION 7.2.   Books.  The books of the Corporation may be kept (subject
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to any provision contained in Delaware Law) outside the State of Delaware at
the offices of the Corporation at Houston, Texas, or at such other place or
places as may be designated from time to time by the Board of Directors.

                           ARTICLE VIII - AMENDMENT

     These bylaws may be amended or repealed, or new bylaws may be adopted, by
the stockholders entitled to vote on the matter at any annual or special
meeting or by the Board of Directors.