SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998



                          COMMISSION FILE NUMBER 1-9026



                           COMPAQ COMPUTER CORPORATION
             (Exact name of registrant as specified in its charter)


                    DELAWARE                        76-0011617
         (State or other jurisdiction of        (I.R.S. Employer
          incorporation or organization)        Identification No.)


                       20555 SH 249, HOUSTON, TEXAS 77070
                                 (281) 370-0670
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)



Indicate by check mark whether the registrant (1) 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  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

                             Yes  [ X ]   No  [   ]


The  number  of  shares  of  the  registrant's  Common  Stock,  $.01  par value,
outstanding  as  of  March  31,  1998,  was  approximately  1.5  billion.

<PAGE>
                         PART I.  FINANCIAL INFORMATION

ITEM  1.    FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>

                               COMPAQ COMPUTER CORPORATION
                                CONSOLIDATED BALANCE SHEET
                                       (UNAUDITED)


                                          ASSETS

                                                                MARCH 31,   DECEMBER 31,
                                                                   1998         1997
                                                                ----------  -------------
                                                                     (IN MILLIONS)
<S>                                                             <C>         <C>
Current assets:
   Cash and cash equivalents                                    $    7,107  $       6,418
   Short-term investments                                                -            344
   Accounts receivable, net                                          2,743          2,891
   Inventories                                                       1,256          1,570
   Deferred income taxes                                               594            595
   Other current assets                                                207            199
                                                                ----------  -------------
        Total current assets                                        11,907         12,017
Property, plant and equipment, less accumulated depreciation         2,028          1,985
Other assets                                                           645            629
                                                                ----------  -------------
                                                                $   14,580  $      14,631
                                                                ==========  =============


                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                             $    2,812  $       2,837
   Income taxes payable                                                257            195
   Other current liabilities                                         2,037          2,170
                                                                ----------  -------------
        Total current liabilities                                    5,106          5,202
                                                                ----------  -------------
Stockholders' equity:
    Preferred stock, $.01 par value
       (authorized: 10 million shares; issued: none)
    Common stock and capital in excess of $.01 par value
       (authorized: 3 billion shares; issued and outstanding:
       1,526 million shares at March 31, 1998 and
       1,519 million shares at December 31, 1997)                    2,153          2,096
    Retained earnings                                                7,321          7,333
                                                                ----------  -------------
       Total stockholders' equity                                    9,474          9,429
                                                                ----------  -------------
                                                                $   14,580  $      14,631
                                                                ==========  =============
<FN>

                  See accompanying notes to consolidated financial data.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                             COMPAQ COMPUTER CORPORATION
                          CONSOLIDATED STATEMENT OF INCOME
                                     (UNAUDITED)


                                                              QUARTER ENDED
                                                                MARCH 31,
                                                     ------------------------------
                                                          1998            1997
                                                     --------------  --------------
                                                           (IN MILLIONS, EXCEPT
                                                             PER SHARE AMOUNTS)
<S>                                                  <C>              <C>
Sales                                                $        5,687   $       5,272 
Cost of sales                                                 4,664           3,855 
                                                     ---------------  --------------
                                                              1,023           1,417 
                                                     ---------------  --------------

Selling, general and administrative expense                     785             639 
Research and development costs                                  245             189 
Other income and expense, net                                  ( 30)           ( 15)
                                                     ---------------  --------------
                                                              1,000             813 
                                                     ---------------  --------------
Income before provision for income taxes                         23             604 
Provision for income taxes                                        7             190 
                                                     ---------------  --------------
Net income                                           $           16   $         414 
                                                     ===============  ==============


Earnings per common share:
          Basic                                      $         0.01   $        0.28 
                                                     ===============  ==============
          Diluted                                    $         0.01   $        0.27 
                                                     ===============  ==============


Shares used in computing earnings per common share:
          Basic                                               1,523           1,494 
                                                     ===============  ==============
          Diluted                                             1,584           1,541 
                                                     ===============  ==============
<FN>
             See accompanying notes to consolidated financial data.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                  COMPAQ COMPUTER CORPORATION
                             CONSOLIDATED STATEMENT OF CASH FLOWS
                                          (UNAUDITED)

                                                                         QUARTER ENDED
                                                                            MARCH 31,
                                                              --------------------------------
                                                                  1998              1997
                                                              --------------   ---------------
                                                                         (IN MILLIONS)

<S>                                                           <C>              <C>
Cash flows from operating activities:
  Net income                                                  $           16   $          414 
  Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                     151              127 
       Changes in operating assets and liabilities:
       Accounts receivable                                               119              317 
       Inventories                                                       314             ( 97)
       Other current assets                                               (9)              29 
    Accounts payable                                                    ( 23)             223 
    Income taxes payable                                                  62             ( 72)
    Other current liabilities                                          ( 195)               6 
                                                              ---------------  ---------------
  Net cash provided by operating activities                              435              947 
                                                              ---------------  ---------------
Cash flows from investing activities:
  Purchases of property, plant and equipment, net                      ( 157)           ( 140)
  Purchases of short-term investments                                      -            ( 158)
  Proceeds from short-term investments                                   344            1,037 
  Other, net                                                            ( 27)              77 
                                                              ---------------  ---------------
  Net cash provided by investing activities                              160              816 
                                                              ---------------  ---------------
Cash flows from financing activities:
  Issuance of common stock pursuant to stock option plans                 58               23 
  Dividend paid                                                         ( 23)               - 
  Other, net                                                               -             ( 37)
                                                              ---------------  ---------------
  Net cash provided by (used in) financing activities                     35              (14)
                                                              ---------------  ---------------
Effect of exchange rate changes on cash and cash equivalents              59               14 
                                                              ---------------  ---------------
  Net increase in cash and cash equivalents                              689            1,763 
Cash and cash equivalents at beginning of period                       6,418            3,008 
                                                              ---------------  ---------------
Cash and cash equivalents at end of period                    $        7,107   $        4,771 
                                                              ===============  ===============
<FN>

                    See accompanying notes to consolidated financial data.
</TABLE>


<PAGE>

                           COMPAQ COMPUTER CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL DATA

NOTE  1  -  BASIS  OF  PRESENTATION
-----------------------------------

     The accompanying unaudited financial data as of March 31, 1998 and December
31,  1997  and for the quarters ended March 31, 1998 and 1997 have been prepared
on  substantially  the  same  basis  as  Compaq's  annual consolidated financial
statements.  The  financial information provided for the quarter ended March 31,
1997  has  been  restated  to  reflect  the  acquisition  of  Tandem  Computers
Incorporated  in August 1997, which was accounted for as a pooling of interests.
In  the opinion of Compaq, the data reflects all adjustments, consisting only of
normal  recurring  adjustments, necessary for a fair presentation of the results
for  those  periods  and  the  financial  condition  at  those  dates.

NOTE  2  -  INVENTORIES
-----------------------

     Inventories  consisted  of  the  following  components:
<TABLE>
<CAPTION>


                                     MARCH 31,   DECEMBER 31,
                                       1998         1997
                                    ----------  -------------
                                          (IN MILLIONS)
<S>                                 <C>         <C>
Raw materials and work-in-process   $      551  $         767
Finished goods                             705            803
                                    ----------  -------------
                                    $    1,256  $       1,570
                                    ==========  =============

</TABLE>


NOTE  3  -  OTHER  INCOME  AND  EXPENSE
---------------------------------------

     Other  income  and  expense  consisted  of  the  following:
<TABLE>
<CAPTION>


                                               QUARTER ENDED
                                                  MARCH 31,
                                          -----------------------        
                                               1998         1997 
                                          ---------------  ------
                                               (IN MILLIONS)
<S>                                       <C>              <C>
Interest and dividend income              $         ( 85)  $( 59)
Interest income associated with hedging              ( 1)    ( 2)
Other interest expense                                40      37 
Currency losses, net                                   4       2 
Other, net                                            12       7
                                          ---------------  ------ 
                                          $         ( 30)  $( 15)
                                          ===============  ======
</TABLE>


NOTE  4  -  BUSINESS  COMBINATIONS
----------------------------------

     On  January  26,  1998,  Compaq  announced the execution of an agreement to
acquire  Digital  Equipment  Corporation.  Under  the  terms of the transaction,
shareholders  of  Digital  will  receive  $30 in cash and 0.945 shares of Compaq
common  stock  for each share of Digital stock.  Compaq will issue approximately
139  million  shares  of  Compaq  common  stock  and $4.4 billion in cash.  This
transaction  will be accounted for as a purchase.  The transaction is subject to
approval of Digital's shareholders as well as other customary closing conditions
and  is  expected  to  be  completed  in  the  second  quarter  of  1998.

NOTE  5  -  LITIGATION
----------------------

     On  April  16,  1998, a class action lawsuit was filed in the United States
District Court for the Southern District of Texas, Houston Division.  The action
is  a  purported  class  action of all persons who purchased Compaq common stock
from  July  10, 1997 through March 6, 1998, and the named defendants include the
Company  and  certain  of  its  current  and former officers and directors.  The
complaint  alleges  that the defendants violated Sections 10(b) and 20(a) of the
Securities  Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by, among
other  things,  withholding  information  and making misleading statements about
channel  inventory  and  factoring of receivables in order to inflate the market
price  of  Compaq's  common  stock,  and  further  alleges  that  certain of the
individual  defendants  sold  Compaq common stock at these inflated prices.  The
plaintiffs  seek  monetary  damages,  interest,  costs and expenses. The Company
intends  to  defend  the  suit  vigorously.

NOTE  6  -  COMPREHENSIVE  INCOME
---------------------------------

     Compaq  adopted  Statement of Financial Accounting Standards No. 130 ("SFAS
130"), Reporting Comprehensive Income, beginning with Compaq's fourth quarter of
1997.  SFAS  130  separates  comprehensive income into two components net income
and  other comprehensive income.  Other comprehensive income refers to revenues,
expenses,  gains  and losses that under generally accepted accounting principles
are  recorded  as  an  element of stockholders' equity and are excluded from net
income.  Compaq's  other  comprehensive  income is comprised of foreign currency
translation  adjustments  from  those  subsidiaries not using the U.S. dollar as
their functional currency recognized during the quarter ended March 31, 1998 and
1997,  respectively.   Cumulative  comprehensive income as of March 31, 1998 and
1997,  respectively,  is  insignificant,  and therefore, is not disclosed in the
balance  sheet  as a separate component of stockholders' equity.  The components
of  comprehensive  income  are  listed  below:

<TABLE>
<CAPTION>

                            QUARTER ENDED
                              MARCH 31,  
                           --------------  

                            1998    1997 
                           ------  ------
                            (IN MILLIONS)
<S>                        <C>     <C>
Net income                 $  16   $ 414 
Other comprehensive loss    (  3)    (10)
                           ------  ------
Comprehensive income       $  13   $ 404 
                           ======  ======
</TABLE>


NOTE  7  -  EARNINGS  PER  COMMON  SHARE
----------------------------------------

     Basic  earnings  per  common  share  is computed using the weighted average
number  of  shares  outstanding.  Diluted  earnings per common share is computed
using  the  weighted  average  number  of  shares  outstanding  adjusted for the
incremental  shares  attributed to outstanding options to purchase common stock.
Incremental shares of 61 million and 47 million in the first quarter of 1998 and
1997  respectively,  were used in the calculation of diluted earnings per common
share.  Options  to  purchase 9 million and 32 million shares of common stock in
the  first  quarter  of  1998  and  1997  respectively, were not included in the
computation  of  diluted  earnings  per common share because the option exercise
price  was  greater  than  the   average  market  price  of  the  common  stock.

NOTE  8  -  SUBSEQUENT  EVENT
-----------------------------

     On  April  23,  1998,  the Board of Directors authorized a systematic stock
repurchase program to acquire up to 100 million shares of Compaq's common stock.
The shares will be purchased in open market or private transactions.  The number
of  shares  to be purchased and the timing of purchases will be based on several
factors, including the level of stock issuance under the equity incentive plans,
the  price of Compaq stock, general market conditions and other factors.  Compaq
implemented  this  program  on  May  4,  1998.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

     The  following  discussion  should  be  read  in  conjunction  with  the
consolidated  interim  financial  statements.  Except as specifically indicated,
the  forward-looking  statements  contained  in this discussion do not take into
consideration  the  impact of Compaq's agreement to merge with Digital Equipment
Corporation  as  described in Item 1, Notes to Consolidated Financial Data.  The
merger  is  subject to the approval of Digital's shareholders as well as certain
regulatory  approvals.  We expect to consummate the merger in the second quarter
of  1998.

RESULTS  OF  OPERATIONS

     The  following  table  presents, as a percentage of sales, certain selected
financial  data  for  quarters  ended  March  31,  1998  and  1997.

<TABLE>
<CAPTION>

                                               QUARTER ENDED
                                                 MARCH 31,
                                              --------------

                                               1998    1997 
                                              ------  ------

<S>                                           <C>     <C>
Sales                                         100.0%  100.0%
Cost of sales                                  82.0    73.1 
                                              ------  ------
Gross margin                                   18.0    26.9 

Selling, general and administrative expenses   13.8    12.1 
Research and development costs                  4.3     3.6 
Other income and expense, net                 ( 0.5)   (0.3)
                                              ------  ------
17.6 15.4 
                                              ------  ------
Income before provision for income taxes        0.4%   11.5%
                                              ======  ======
</TABLE>


SALES

     Sales increased 8% in the first quarter of 1998, over the comparable period
of  1997,  as  a result of an increase in the number of units sold of 40% and an
increase  in  option  sales, partially offset by additional price reductions and
aggressive  promotional activities on commercial products in North America.  Due
to  lower  than  expected  sales  out of the North American commercial channels,
these  actions  were  taken  to  reduce  channel  inventories and accelerate the
implementation  of  our  Optimized  Distribution  Model as well as to respond to
competitive  pricing conditions.  North America sales growth in absolute dollars
was  approximately 5% when compared to the same period last year, reflecting the
pricing  and  promotional  actions  taken  during  the  first  quarter  of 1998.
European  sales  increased  18%  over  the  comparable  period  in  1997.  Other
international  sales  decreased  8% over the comparable period in 1997 primarily
reflecting  the  continued  adverse  market conditions in the Asian and Japanese
regions.  North American sales, including Canada, represented 49% of total sales
in the first three months of 1998 compared with 50% for the same period of 1997.
European  sales represented 38% of total sales in the first three months of 1998
compared  to  35%  in  the  comparable  period  of  1997.

GROSS  MARGIN

     Gross  margin  as  a  percentage  of  sales decreased to 18.0% in the first
quarter  of  1998,  compared  to  26.9%  in  the comparable period of 1997.  The
decrease  resulted  primarily from  significant pricing and  promotional actions
taken in  the  North  American  market  as  discussed  above.

OPERATING  EXPENSES

     Compaq's  selling, general and administrative expense increased to 13.8% of
sales  in the first quarter of 1998 as compared with 12.1% in the same period of
1997  due to the impact of the aforementioned pricing and promotional actions on
sales  during the current quarter.  Compaq anticipates that for the remainder of
1998,  selling,  general  and  administrative  expense will increase in absolute
dollars  as  it  supports  significant  new  product introductions, steps up its
advertising  and promotion programs, and increases its investment in the area of
service  and  support.

     Research  and  development  costs  increased  to 4.3% of sales in the first
quarter of 1998 compared to 3.6% in the corresponding period of 1997.  Compaq is
committed  to  continuing  a  significant  research  and  development program to
support  current  operations  and meet the demands of new product introductions.

OTHER  ITEMS

     Compaq had other income of $30 million and $15 million in the first quarter
of  1998  and  1997,  respectively.  This  difference  was  primarily  due to an
increase  in  interest  and  dividend income related to higher combined cash and
short-term  investment balances, partially offset by increased interest expense.

     The  translation  gains  and losses relating to the financial statements of
certain  of  Compaq's  international  subsidiaries,  net of offsetting gains and
losses  associated with hedging activities related to the net monetary assets of
these subsidiaries, are included in other income and expense and were a net loss
of $4 million in the first quarter of 1998, compared to a net loss of $2 million
in  the  first  quarter  of  1997.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Compaq's  working  capital  of  $6.8  billion  at  March 31, 1998, remained
essentially  unchanged  compared  to  December  31,  1997.

     Compaq's  cash,  cash  equivalents, and short-term investments increased to
$7.1  billion  at  March  31,  1998,  from  $6.8  billion  at December 31, 1997,
primarily due to positive cash flow from operating activities including improved
management  of  inventory,  partially  offset  by  a  decrease  in other current
liabilities.  Approximately $1.0 billion of accounts receivable were sold in the
first  quarter  of  1998, compared to $1.1 billion in the quarter ended December
31,  1997.  Inventory  levels decreased to $1.3 billion compared to $1.6 billion
at  December  31,  1997,  primarily  due  to  changes  in  production  planning.

     Cash used in the first quarter of 1998 for the purchase of property, plant,
and  equipment totaled $157 million.  Compaq estimates that capital expenditures
for  land,  buildings,  and  equipment during the remainder of 1998 will be $613
million.

     Compaq  currently  expects to fund expenditures for capital requirements as
well  as  liquidity  needs  from  a  combination  of  available  cash  balances,
internally  generated funds and financing arrangements. Compaq from time to time
may  borrow  funds  for  actual  or  anticipated  funding needs or because it is
economically  beneficial  to  borrow  funds instead of repatriating funds in the
form  of  dividends  from Compaq's foreign subsidiaries. Compaq has a $4 billion
syndicated credit facility (of which $1 billion expires in September 1998 and $3
billion expires in September 2002) that was unused at March 31, 1998. Compaq has
established  a  commercial  paper  program,  supported  by the syndicated credit
facility, which was unused at March 31, 1998. Compaq believes that these sources
of  credit  provide  sufficient  financial  flexibility  to  meet future funding
requirements.  Compaq  continually evaluates the need to establish other sources
of  working  capital  and  will pursue those it considers appropriate based upon
Compaq's  needs  and  market  conditions.

     Compaq  will  use  approximately  $4.4  billion  in cash to acquire Digital
Equipment  Corporation  and  expects to acquire approximately $2 billion in cash
from  Digital.  The transaction is subject to approval of Digital's shareholders
as well as other customary closing conditions and is expected to be completed in
the  second  quarter  of  1998.

FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS

     Compaq  participates in a highly volatile industry that is characterized by
fierce  industry-wide  competition  for  market  share.   Industry  participants
confront  aggressive  pricing  practices,  continually  changing customer demand
patterns, growing competition from well-capitalized high technology and consumer
electronics  companies,  and  rapid technological development carried out in the
midst  of legal battles over intellectual property rights and the application of
antitrust  laws.  In  accordance  with  the provisions of the Private Securities
Litigation Reform Act of 1995, the cautionary statements set forth below discuss
important  factors that could cause actual results to differ materially from the
projected  results  contained  in the forward-looking statements in this report.

     Market  Environment.  We  expect  the personal computer market to expand in
1998  in  line with third party research organizations' forecasts of unit growth
in  the range of 15% to 16%.  We expect the enterprise market to expand with the
development  of  internet and intranet enterprise applications and the corporate
MIS   migration  from  legacy  systems  to  client/server  systems.   With   our
acquisition  of  Tandem  Computers Incorporated in the third quarter of 1997 and
the  anticipated  acquisition  of  Digital  Equipment  Corporation in the second
quarter of 1998, we confront a challenge in building the high-end UNIX solutions
market  while  continuing to advance the sphere of NT-based solutions to achieve
the  lowest cost of ownership and the highest computing value for our customers.
Although  Compaq  has  programs  and  products focused on meeting market demand,
gaining  market share profitably and maintaining gross margins, Compaq's ability
to  achieve  these  goals  is subject to the risks set forth in this discussion.

     Competitive  Environment.  Competition  remains  fierce  in the information
technology  industry  with a large number of competitors vying for market share.
Competition  creates  an  aggressive pricing environment, which continues to put
pressure  on gross margins.  A number of PC companies sell directly to end users
and,  particularly  in  the U.S., direct sales have increased as a percentage of
the  total  PC market.  Compaq has established a variety of programs designed to
increase  its  manufacturing, distribution, and business process efficiencies to
enable  it  to  compete more effectively.  In early March 1998, Compaq announced
that  its  earnings in the first quarter would be at break even as a consequence
of  pricing  actions and aggressive promotions to reduce channel inventories due
to  lower  than  expected channel sales during the quarter and to accelerate the
implementation  of  its  Optimized Distribution Model.  Compaq's outlook for the
second quarter remains cautious as it continues to evaluate the effectiveness of
these  programs.  In  the  second  quarter,  Compaq  will  implement  additional
programs, particularly in North America, to further increase its competitiveness
against  direct  sellers.  The  success  of these programs depends upon Compaq's
ability  to  continue  its  successful  working  relationship  with its reseller
channel,  the  implementation of more efficient component supply, manufacturing,
and  distribution  strategies  to  increase  overall  efficiencies,  and  market
responses  by  our  competitors.

     Risks  of  Newly  Acquired  Businesses.  Subject  to  approval  by  Digital
shareholders  and  certain  regulatory approvals, Compaq will expand its service
offerings  and  enterprise  solutions through its pending acquisition of Digital
Equipment  Corporation.  At  that  time,  Compaq will confront a number of risks
associated   with   Digital's   business.   Compaq  believes  that  the  Digital
acquisition  will  enhance  its  operating  results, but as with any significant
acquisition  or  merger, Compaq confronts challenges in retaining key employees,
maintaining  key industry alliances, synchronizing product roadmaps and business
processes,  and  integrating  logistics,  marketing,  product  development,  and
manufacturing  operations  to  achieve  greater  efficiencies.  Compaq  plans to
continue  to  use  strategic acquisitions and mergers to assist in the growth of
its  business.

     Third  Party  Relationships.  We  work  with  third  parties  in  strategic
alliances   to   facilitate   product  offerings,   product   development,   and
compatibility,  in  various  manufacturing, configuring and shipping capacities,
and  as  suppliers of components and services in non-core competencies. Although
we  try  to  achieve  strong  working  relationships  with parties who share our
industry  goals  and  have adequate resources to fulfill their responsibilities,
these relationships lead to a number of risks. First, these companies may suffer
financial,  or  operational  difficulties  that  affect their performance, which
could  lead  to  delays in product announcements and gaps in component supplies.
Second,  major  companies from which we purchase components or services (such as
Intel,  Microsoft, Cisco and IBM) may be competitors in other areas, which could
affect  pricing,   new   product  development  or  future  performance.   Third,
difficulties  in  coordinating  activities  may  lead  to  gaps  in delivery and
performance  of  our  products.  Finally,   companies  from  which  we  purchase
components  may be subject to legal challenges that impede their ability to ship
their  products  in  a  timely  manner.  A  number of regulatory authorities are
currently investigating allegations of violations of antitrust laws by Microsoft
and  Intel.  Any  delays  in  shipments  of  new  products  resulting  from such
investigations  could  delay  shipments  of  our  products as well as negatively
impact  customer  demand  stemming  from  new  product  generations.

     Inventory.  In  the  event  of  a  drop  in  worldwide  demand for computer
products,  lower-than-anticipated  demand  for one or more of Compaq's products,
difficulties  in  managing  product transitions, or component pricing movements,
there  could  be  an  adverse  impact  on  inventory  levels,  cash, and related
profitability.

     Rapid Technology Cycles.  We believe the computer industry will continue to
drive  rapid technology cycles. In planning product transitions, we evaluate the
speed  at  which  customers are likely to switch to newer products. The contrast
between  prices of old and new products, which is related to component costs, is
a  critical  variable  in  predicting  customer  decisions  to  move to the next
generation  of  products.  Because  of the lead times associated with our volume
production,  should  we  be  unable  to  gauge  the  rate of product transitions
accurately,  there  could  be  an  adverse impact on inventory levels, cash, and
profitability.  In  addition,  as  a  result  of  the Tandem acquisition and the
anticipated  Digital  transaction, Compaq is engaged in direct sales of computer
systems  with  software  developed  to   meet  customers'  specific  needs.  The
longer-term  nature  of  fulfilling  such  contracts  exposes  Compaq  to  risks
associated  with  customized  specifications.

     Product Transitions.  In each product cycle, we confront the risk of delays
in  production  that  could  impact  sales of newer products while we manage the
inventory  of  older products and facilitate the sale of older inventory held by
resellers.  To  ease  product  transitions,  we  carry  out  pricing actions and
marketing  programs to increase sales in reseller channels. We provide currently
for estimated product returns and price protection that may occur under reseller
programs  and  under  floor  planning  arrangements  with  third-party  finance
companies.  Should  we  be  unable  to  sell  the inventory of older products at
anticipated prices, should we not anticipate pricing actions that are necessary,
or  if  dealers  hold higher than expected amounts of inventory subject to price
protection  at  the time of planned price reductions, there could be a resulting
adverse  impact  on  sales,  gross  margins,  and  profitability.

     Systems  Implementation.  We  continue  to  focus  on  making  business and
information  management  processes  more efficient in order to increase customer
satisfaction,  improve  productivity and lower costs. In the event of a delay in
implementing improvements, there could be an adverse impact on inventory levels,
cash  and related profitability. In connection with these efforts, we are moving
many  of  our  systems  from  a  legacy  environment  of  proprietary systems to
client-server  architectures  as well as integrating systems from newly acquired
businesses.  Should  the  transition  to  new  systems not occur in a smooth and
orderly  manner, we could experience disruptions in operations, which could have
an  adverse  financial  impact.

     Technology  Standards  and  Key  Licenses.  Participants  in  the  computer
industry  generally  rely  on  the  creation  and  implementation  of technology
standards  to  win  the  broadest market acceptance for their products.  We must
successfully  manage  and  participate  in  the  development  of standards while
continuing  to  differentiate  Compaq  products in a manner valued by customers.
While  industry  participants  generally  accept,  and may encourage, the use of
their  intellectual  property  by third parties under license, when intellectual
property  owned  by  competitors  or  suppliers  becomes accepted as an industry
standard,  we  must  obtain  a  license,  purchase  components  utilizing  such
technology  from  the owners of such technology or their licensees, or otherwise
acquire  rights  to  use such technology, which could result in increased costs.
Compaq  has  entered  into  license  agreements  with key industry participants,
including Intel, Texas Instruments and Microsoft. There can be no assurance that
we  will  be able to negotiate terms that give us a competitive market advantage
under  the  license agreements that are necessary to operate our business in the
future.

     Production  Forecasts.  In  managing  production, we must forecast customer
demand  for  our  products.  Should we underestimate the supplies needed to meet
demand,  we  could be unable to meet customer demand. Should we overestimate the
supplies  needed  to  meet  customer  demand,  cash  and  profitability could be
adversely  affected.  Many  of the components used in our products, particularly
microprocessors  and  memory, experience steep price declines over their product
lives.  If  we are unable to manage purchases and utilization of such components
efficiently  to  maintain  low inventory levels immediately prior to major price
declines,  we  could  be  unable to take immediate advantage of such declines to
lower  product  costs, which could adversely affect our sales and gross margins.
Furthermore,  should prices for components increase unexpectedly, Compaq's gross
margin  could  be  adversely  affected.

     Credit  Risks.  Compaq's  primary means of distribution remains third-party
resellers.  We  continually monitor and manage the credit we extend to resellers
and attempt to limit credit risks by broadening distribution channels, utilizing
certain  risk  transfer  arrangements  and  obtaining  security  interests.  Our
business  could  be adversely affected in the event that the financial condition
of  third-party computer resellers erodes. Upon the financial failure of a major
reseller, we could experience disruptions in distribution as well as the loss of
the  unsecured  portion  of  any  outstanding  accounts  receivable.  Geographic
expansion,  particularly  manufacturing operations in developing countries, such
as Brazil and China, and the expansion of sales into economically volatile areas
such  as  Asia Pacific, Latin America and other emerging markets, subject Compaq
to  a  number  of  economic and other risks, such as financial instability among
resellers  in  these  regions.  Compaq generally has experienced longer accounts
receivable  cycles  in  emerging  markets,  in particular Asia Pacific and Latin
America,  when  compared  to U.S. and European markets.  In addition, geographic
expansion  subjects  Compaq  to  political  and  financial  instability  of  the
countries into which Compaq expands, including currency devaluation and interest
rate fluctuations.  We continue to evaluate business operations in these regions
and  attempt  to  take  measures  to  limit  risks  in  these  areas.

     Year  2000  Compliance.  We believe the cost of administering Compaq's Year
2000  readiness  program,  exclusive  of  any  customer  claims, will not have a
material  adverse  impact  on  future  earnings.   Since  there  is  no  uniform
definition of Year 2000 "compliance" and since all customer situations cannot be
anticipated,  particularly  those involving third party products, Compaq may see
an  increase  in  warranty  and  other  claims  as  a  result  of  the Year 2000
transition.  Such claims, if successful, could have a material adverse impact on
future  results.   See  "Item  1.  Business  - Year 2000 Transition" in Compaq's
Form  10-K  for  the  year  ended  1997  for  additional  information.

     Projects  to  address  Compaq's  internal information systems currently are
underway,  and  Compaq  is in the process of replacing some of its older systems
with  new  systems  that  are  able to handle the Year 2000 transition.  We will
continue to review internal system requirements and to correct further issues as
they  are  identified.  Although  our  evaluation  of  these systems is still in
process,  we believe that the impact of the Year 2000 transition on our internal
systems will not have a material adverse impact on future results.  In addition,
Compaq's  task  force  is  evaluating  the  impact  of  Year  2000 compliance of
suppliers,  is  asking suppliers about compliance, and is establishing Year 2000
compliance  requirements  for  suppliers.  Since  the  compliance  of  suppliers
depends  upon  their cooperation, failures remain a possibility and could have a
material  adverse  impact  on  future  results.

     Tax Rate.  Compaq currently has a 30% effective tax rate, before the effect
of  non-deductible  purchased in-process technology and merger-related costs and
expects this rate will continue at approximately the same level in 1998.  Compaq
benefits  from a tax holiday in Singapore that expires in 2001, with a potential
extension  to  August  2004  if  certain  cumulative investment levels and other
conditions  are met.  Compaq's tax rate is heavily dependent upon the proportion
of  earnings  that  is derived from its Singaporean manufacturing subsidiary and
its  ability  to  reinvest  those  earnings permanently outside the U.S.  If the
earnings  of  this subsidiary as a percentage of Compaq's total earnings were to
decline  significantly  from  anticipated  levels, or should Compaq's ability to
reinvest these earnings be reduced, Compaq's effective tax rate would exceed the
current  estimate.  In  addition,  should Compaq's intercompany transfer pricing
with  respect  to  its  Singaporean manufacturing subsidiary require significant
adjustment  due  to audits or regulatory changes, Compaq's overall effective tax
rate  could  increase.

     Currency  Fluctuations.  Compaq's risks associated with currency
fluctuations  are  discussed  in  Item  3  below.

     Because  of  the  foregoing  factors,  as well as other variables affecting
Compaq's  operating results, past financial performance should not be considered
a  reliable  indicator  of  future  performance,  and  investors  should not use
historical  trends  to  anticipate  results  or  trends  in  future  periods.


ITEM  3.    MARKET  RISKS

     Compaq  is  exposed  to  market  risks,  which  include changes in U.S. and
international  interest  rates as wells as changes in currency exchange rates as
measured  against  the  U.S.  dollar  and each other. We attempt to reduce these
risks  by  utilizing  financial  instruments, including derivative transactions,
pursuant  to  company  policies.

     Compaq uses market valuations and value-at-risk valuation methods to assess
market risk of its financial instruments and derivative portfolios. It uses J.P.
Morgan's    RiskMetrics  (TM)   to   estimate   the   value-at-risk   based   on
Estimates  of  volatility   and   correlation  of  market   factors  drawn  from
J.P.   Morgan's RiskMetrics (TM) data sets  as  of March 31, 1998.  Our measured
value-at-risk from  holding derivative and other financial  instruments, using a
95%  confidence level and assuming normal market  conditions at  March 31, 1998,
was immaterial.

     The  value  of the U.S. dollar affects Compaq's financial results.  Changes
in  exchange  rates  may  positively  or  negatively  affect  Compaq's sales (as
expressed  in  U.S.  dollars),  gross  margins, operating expenses, and retained
earnings.  Compaq  engages  in  hedging  programs  aimed at limiting in part the
impact  of  currency  fluctuations.  Using primarily forward exchange contracts,
Compaq  hedges  those  assets and liabilities that, when remeasured according to
generally  accepted  accounting  principles,  impact  the income statement.  For
certain  markets, particularly Latin America, Compaq has determined that ongoing
hedging of non-U.S. dollar net monetary assets is not cost effective and instead
attempts  to minimize currency exposure risk through working capital management.
There  can  be no assurance that such an approach will be successful, especially
in  the  event  of  a  significant  and  sudden  decline  in  the value of local
currencies.  From  time  to  time,  Compaq  purchases  foreign  currency  option
contracts  as  well  as short-term forward exchange contracts to protect against
currency  exchange  risks  associated  with  the  anticipated  sales of Compaq's
international  marketing  subsidiaries,  with  the  exception  of Latin America.
These  hedging  activities  provide  only  limited  protection  against currency
exchange  risks. Factors that could impact the effectiveness of Compaq's hedging
programs  include  accuracy  of  sales  forecasts,  volatility  of  the currency
markets,  and  availability  of hedging instruments. All currency contracts that
are  entered  into  by Compaq are components of hedging programs and are entered
into  for  the  sole  purpose  of  hedging  an  existing or anticipated currency
exposure,  not  for  speculation.  Although  Compaq  maintains these programs to
reduce  the  impact  of changes in currency exchange rates, when the U.S. dollar
sustains  a  strengthening  position  against  currencies  in which Compaq sells
products  or a weakening exchange rate against currencies in which Compaq incurs
costs,  Compaq's  sales  or  costs  are  adversely  affected.

                           PART II.  OTHER INFORMATION

ITEM  1.    LEGAL  PROCEEDINGS

     On  April  16,  1998, a class action lawsuit was filed in the United States
District Court for the Southern District of Texas, Houston Division.  See Note 5
to  Consolidated  Financial  Data.

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

     There  were  no  matters submitted to a vote of security holders during the
first quarter of 1998.  At the annual meeting of stockholders of Compaq on April
23,  1998, the stockholders voted on two proposals.  The first was a proposal to
elect  Benjamin  M. Rosen, Eckhard Pfeiffer, Lawrence T. Babbio, Jr., Robert Ted
Enloe,  III,  George  H.  Heilmeier,  Peter N. Larson, Kenneth L. Lay, Thomas J.
Perkins,  Kenneth  Roman  and  Lucille  S.  Salhany as directors of Compaq.  The
following  table  sets  forth  the  votes  in  such  election:


<TABLE>
<CAPTION>
                                      VOTES AGAINST
DIRECTOR                   VOTES FOR    OR WITHHELD
-----------------------  -------------  -----------
<S>                      <C>            <C>
Benjamin M. Rosen        1,316,058,804    8,049,279
Eckhard Pfeiffer         1,316,037,723    8,070,360
Lawrence T. Babbio, Jr.  1,316,671,217    7,436,856
Robert Ted Enloe, III    1,316,221,367    7,886,716
George H. Heilmeier      1,316,230,101    7,877,982
Peter N. Larson          1,316,415,455    7,692,629
Kenneth L. Lay           1,316,115,676    7,992,407
Thomas J. Perkins        1,316,242,679    7,865,404
Kenneth Roman            1,316,194,326    7,913,757
Lucille S. Salhany       1,316,107,886    8,000,197
</TABLE>


     The  shareholders also voted on a proposal to approve the 1998 Stock Option
Plan.    The  following  table  sets  forth  the  votes  in  such  election:

     Number  of  Shares:
          Voted  For:               611,418,972
          Withheld                  342,017,749
          Abstentions                 7,200,464
          Broker  Non-Votes         363,470,898

ITEM  5.    OTHER  INFORMATION

     See  Note  8  to  Consolidated  Financial  Data.

ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibit No. Description

     10.20       1998  Stock  Option  Plan*

     11          Statement  regarding  computation  of  per  share  earnings

     27          EDGAR  financial  data  schedule

     *  Indicates  management  contract  or  compensatory  plan  or arrangement.

(b)     (i)     Report  on  Form 8-K dated January 21, 1998, containing Compaq's
news  release  dated  January 21, 1998, with respect to its earnings release for
the  fourth  quarter  of  1997.

      (ii)     Report  on  Form  8-K dated January 25, 1998, containing Compaq's
news  release  dated  January  26,  1998,  with  respect  to  Compaq's  proposed
acquisition  of  Digital  Equipment  Corporation.

     (iii)     Report  on  Form  8-K  dated  January  25,  1998,  containing the
Agreement  and Plan of Merger regarding Compaq's proposed acquisition of Digital
Equipment  Corporation.

     (iv)     Report  on  Form  8-K dated March 6, 1998, containing (A) Compaq's
news  release dated March 6, 1998, with respect to its anticipated first quarter
results  and  (B) Compaq's news release dated March 9, 1998, with respect to the
Federal Trade Commission's request for additional information in connection with
Compaq's  pending  acquisition  of  Digital  Equipment  Corporation.

     (v)     Report  on  Form 8-K dated April 15, 1998, containing Compaq's news
release dated April 15, 1998, with respect to its earnings release for the first
quarter  of  1998.

     (vi)     Report  on  Form  8-K  dated May 6, 1998, containing Compaq's news
release  dated  May  6, 1998, with respect to its pending acquisition of Digital
Equipment  Corporation.

All  other  items  specified  by  Part  II  of  this report are inapplicable and
accordingly  have  been  omitted.

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements 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.



     May  13,  1998                                  COMPAQ COMPUTER CORPORATION



                                                    /s/  Earl  L.  Mason
                                                    ----------------------------
                                                    Earl L. Mason, 
                                                    Senior Vice President and 
                                                    Chief Financial Officer
                                                 (as authorized officer and
                                                 as principal financial officer)


<PAGE>