EXHIBIT 10.22


     THIS  FIRST  AMENDMENT  TO  REVOLVING  CREDIT AGREEMENT (this "Amendment"),
                                                                    ---------
dated  as  of  October  2,  1998  is  entered  into by and among Compaq Computer
Corporation,  a  Delaware  corporation  (the  "Company"),  the several financial
                                               -------
institutions  from time to time party to the Credit Agreement (collectively, the
"Banks";  individually,  a  "Bank"),  Bank of America National Trust and Savings
 -----                       ----
Association,  as  administrative  agent and as Internet agent for the Banks, The
Chase  Manhattan  Bank,  Citibank,  N.A.  and  NationsBank  of  Texas,  N.A., as
syndication  agents,  and Morgan Guaranty Trust Company of New York, as Internet
agent,  agree  as  follows.

                                    RECITALS
                                    --------

     WHEREAS,  the  Company,  the  Banks  and  the  Agent  are  parties  to  the
U.S.$3,000,000,000.00 Revolving Credit Agreement, dated as of September 22, 1997
(the  "Credit  Agreement"),  pursuant  to  which the Banks have extended certain
       -----------------
credit  facilities  to  the  Company;

     WHEREAS, the Company, the Banks, and the Agent now hereby wish to amend the
Credit Agreement in certain respects,  all as set forth in greater detail below;

     NOW,  THEREFORE,  in consideration of the foregoing  premises and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

1.     Defined  Terms.  Capitalized  terms used herein and not otherwise defined
       --------------
shall  have  the  meanings  assigned  in  the  Credit  Agreement.

2.     Amendment  to  Credit  Agreement.
       --------------------------------

     The  defined  term "364-Day Credit Agreement" as defined in Section 1.01 of
the  Credit  Agreement  is  hereby  superseded  by  the  following  definition:
    
          "364-Day Credit Agreement" means that U.S.$1,000,000,000.00  Revolving
           ------------------------
     Credit  Agreement  dated as of October 2, 1998 among the  Company,  BofA as
     Administrative  Agent and the  lenders  party  thereto,  under  which  such
     lenders have agreed to extend credit to the Company on a 364-day basis.

     Section  2.09(a) of the Credit Agreement is hereby amended by restating the
fourth  sentence  thereof  to  read  in  its  entirety  as  follows:

          If such notice is given by the  Company,  the Company  shall make such
     prepayment and the payment amount specified in such notice shall be due and
     payable on the date specified  therein,  together with accrued  interest to
     each such date on the amount of Offshore Loans prepaid.

     Section  2.11(b) of the Credit Agreement is hereby amended by restating the
second  sentence  thereof  to  read  in  its  entirety  as  follows:

<PAGE>
          Interest  shall also be paid on the date of any prepayment of Offshore
     Loans under  Section 2.09 for the portion of the Offshore  Loans so prepaid
     and upon payment in full thereof.

     Section 2.12 of the Credit Agreement is hereby amended by deleting the word
"average"  and  inserting  the  word  "actual"  in  lieu  thereof.

3.     Representations  and  Warranties.  The  Company  hereby  represents  and
       --------------------------------
warrants  to  the  Agent  and  each  of  the  Banks  as  follows:

               (a) The  execution,  delivery and  performance  by the Company of
          this  Amendment have been duly  authorized by all necessary  corporate
          and other  action  and do not and will not  require  any  registration
          with,  consent  or  approval  of,  notice to or action  by, any Person
          (including  any  Governmental  Authority) in order to be effective and
          enforceable.  The  Credit  Agreement  as  amended  by  this  Amendment
          constitutes  a legal,  valid and binding  obligation  of the  Company,
          enforceable  against the  Company in  accordance  with its  respective
          terms, without defense, counterclaim or offset.

               (b) All  representations  and warranties of the Company contained
          in the Credit  Agreement are true and correct as though made on and as
          of the date  hereof  (except to the extent  such  representations  and
          warranties  specifically relate to an earlier date, in which case they
          were true and correct as of such earlier date).

               (c) The Company is entering  into this  Amendment on the basis of
          its own investigation  and for its own reasons,  without reliance upon
          the Agent, any Bank or any other person.

               (d) No Swingline Loans are outstanding on the Effective Date.

4.     Effective  Date.  This  Amendment  will become effective as of October 2,
       ---------------
1998,  provided  that  each  of  the  following  has  occurred:
       --------

               (a) The Agent has  received  from the  Company  and the  Majority
          Banks a duly executed original or facsimile of this Amendment; and

               (b) All conditions  precedent to the first Loan under the 364-Day
          Credit  Agreement  (as  defined  in  Section 2 above)  other  than the
          effectiveness of this Amendment shall have occurred.

                                       2
<PAGE>
5.     Swingline Loans.  The parties hereto acknowledge that the availability of
       ---------------
Swingline  Loans,  which commenced upon the 364-Day Credit Agreement Termination
Date  pursuant  to Section 2.01(b) of the Credit Agreement without giving effect
to  this  Amendment,  is  terminated  as  upon the Effective Date, and that such
availability  shall  commence again as provided in such Section 2.01(b) upon the
364-Day  Credit  Agreement  Termination Date pursuant to the Credit Agreement as
hereby  amended.

6.     Miscellaneous.
       -------------

               (a) Except as herein expressly amended, all terms,  covenants and
          provisions of the Credit  Agreement are and shall remain in full force
          and effect, and all references therein and in the other Loan Documents
          to the Credit Agreement shall henceforth refer to the Credit Agreement
          as  amended  by  this  Amendment.   This  Amendment  shall  be  deemed
          incorporated into, and a part of, the Credit Agreement.

               (b) This Amendment shall be binding upon and inure to the benefit
          of the parties to the Credit Agreement and their respective successors
          and assigns.  No third party  beneficiaries are intended in connection
          with this Amendment.

               (c)  This  Amendment  shall  be  governed  by  and  construed  in
          accordance with the law of the State of New York.

               (d) This Amendment may be executed in any number of counterparts,
          each of which  shall be deemed  an  original,  but all of which,  when
          taken  together,  shall be deemed to  constitute  but one and the same
          instrument.

               (e) This Amendment,  together with the Credit Agreement, contains
          the  entire  and  exclusive  agreement  of  the  parties  hereto  with
          reference to the matters discussed herein and therein.  This Amendment
          supersedes all prior drafts and communications with respect thereto.

               (f) If any term or  provision of this  Amendment  shall be deemed
          prohibited by or invalid  under any  applicable  law,  such  provision
          shall be  invalidated  without  affecting the remaining  provisions of
          this Amendment or the Credit Agreement, respectively.

               (g) The  Company  hereby  covenants  to pay or to  reimburse  the
          Agent,  upon demand,  for all costs and expenses  (including  Attorney
          Costs)  incurred  in  connection  with the  development,  preparation,
          negotiation, execution and delivery of this Amendment.

                                       3
<PAGE>
     IN  WITNESS  WHEREOF,  the parties hereto have caused their duly authorized
officers  to  execute and deliver this Amendment in San Francisco, California as
of  the  date  first  above  written.

                                     COMPAQ  COMPUTER  CORPORATION


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANK  OF  AMERICA  NATIONAL  TRUST
                                     AND SAVINGS ASSOCIATION, as 
                                     Administrative
                                     Agent  and  as  Internet  Agent


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANK  OF  AMERICA  NATIONAL
                                     TRUST  AND  SAVINGS  ASSOCIATION,
                                     as  Swingline  Bank  and  as  a  Bank


                                     By:________________________________
                                     Name:
                                     Title:


                                     CITIBANK,  N.A.,
                                     as  Syndication  Agent  and  as  a  Bank


                                     By:________________________________
                                     Name:
                                     Title:



                                       4
<PAGE>
                                     NATIONSBANK  OF  TEXAS,  N.A.,
                                     as  Syndication  Agent  and  as  a  Bank


                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  CHASE  MANHATTAN  BANK,
                                     as  Syndication  Agent  and  as  a  Bank


                                     By:________________________________
                                     Name:
                                     Title:


                                     MORGAN  GUARANTY  TRUST
                                     COMPANY  OF  NEW  YORK,  as  Internet
                                     Agent  and  as  a  Bank


                                     By:________________________________
                                     Name:
                                     Title:


                                     CARIPLO-CASSA  DI  RISPARMIO
                                     DELLE  PROVINCIE  LOMBARDE  S.P.A.


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:



                                       5
<PAGE>
                                     DEUTSCHE  BANK  AG,  NEW  YORK
                                     BRANCH  AND/OR  CAYMAN  ISLANDS
                                     BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  FIRST  NATIONAL  BANK  OF
                                     CHICAGO


                                     By:________________________________
                                     Name:
                                     Title:


                                     FLEET  NATIONAL  BANK


                                     By:________________________________
                                     Name:
                                     Title:


                                     ING  BANK  N.V.


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:



                                       6
<PAGE>
                                     BANCA  COMMERCIALE  ITALIANA,
                                     LOS  ANGELES  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANK  OF  TOKYO-MITSUBISHI
                                     TRUST  COMPANY


                                     By:________________________________
                                     Name:
                                     Title:


                                     BARCLAYS  BANK  PLC


                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  FUJI  BANK,  LIMITED,  NEW  YORK
                                     BRANCH


                                     By:________________________________
                                     Name:
                                     Title:

                                       7
<PAGE>
                                     NATIONAL  AUSTRALIA  BANK
                                     LIMITED


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANCA  DI  ROMA,  CHICAGO  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANCA  MONTE  DEI  PASCHI  DI  SIENA,
                                     S.P.A.


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:

                                       8
<PAGE>
                                     BANCA  NAZIONALE  DEL  LAVORO
                                     S.P.A.,  NEW  YORK  BRANCH



                                     By:________________________________
                                     Name:
                                     Title:



                                     By:________________________________
                                     Name:
                                     Title:


                                     BANCA  POPOLARE  DI  MILANO,  NEW
                                     YORK  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANCO  CENTRAL  HISPANO
                                     AMERICANO,  S.A.,  NEW  YORK
                                     BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANK  OF  MONTREAL


                                     By:________________________________
                                     Name:
                                     Title:


                                       9
<PAGE>
                                     THE  BANK  OF  NEW  YORK


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANKBOSTON,  N.A.


                                     By:________________________________
                                     Name:
                                     Title:


                                     BANQUE  NATIONALE  DE  PARIS,
                                     HOUSTON  AGENCY


                                     By:________________________________
                                     Name:
                                     Title:


                                     BAYERISCHE  HYPOTHEKEN-UND
                                     VEREINSBANK-BANK
                                     AKTIENGESELLSCHAFT,  NEW  YORK
                                     BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:

                                       10
<PAGE>
                                     BAYERISCHE  LANDESBANK
                                     GIROZENTRALE


                                     By:________________________________
                                     Name:
                                     Title:


CREDITO  ITALIANO


                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  DAI-ICHI  KANGYO  BANK,
                                     LIMITED


                                     By:________________________________
                                     Name:
                                     Title:


                                     DEN  DANSKE  BANK  AKTIESELSKAB,
                                     CAYMAN  ISLANDS  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:

                                       11
<PAGE>
                                     DRESDNER  BANK  AG,  NEW  YORK
                                     BRANCH  AND  GRAND  CAYMAN
                                     BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                     FIRST  UNION  NATIONAL  BANK


                                     By:________________________________
                                     Name:
                                     Title:


                                     ISTITUTO  BANCARIO  SAN  PAOLO  DI
                                     TORINO  S.P.A.


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:

                                       12
<PAGE>
                                     KREDIET  BANK  N.V.,  GRAND
                                     CAYMAN  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                     MARINE  MIDLAND  BANK


                                     By:________________________________
                                     Name:
                                     Title:


                                     MELLON  BANK,  N.A.


                                     By:________________________________
                                     Name:
                                     Title:


                                     NATIONAL  WESTMINSTER  BANK  PLC,
                                     NEW  YORK  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                       13
<PAGE>
                                     NATIONAL  WESTMINSTER  BANK  PLC,
                                     NASSAU  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  NORTHERN  TRUST  COMPANY


                                     By:________________________________
                                     Name:
                                     Title:


                                     PNC  BANK,  NATIONAL  ASSOCIATION


                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  SANWA  BANK,  LIMITED


                                     By:________________________________
                                     Name:
                                     Title:


                                     SKANDINAVISKA  ENSKILDA  BANKEN
                                     AB  (PUBL),  NEW  YORK  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                       14
<PAGE>
                                     SOCIETE  GENERALE  FINANCE
                                     (IRELAND)  LIMITED


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                     STANDARD  CHARTERED  BANK


                                     By:________________________________
                                     Name:
                                     Title:

                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  SUMITOMO  BANK,  LIMITED


                                     By:________________________________
                                     Name:
                                     Title:


                                     THE  SUMITOMO  TRUST  &  BANKING
                                     CO.,  LTD.,  LOS  ANGELES  AGENCY


                                     By:________________________________
                                     Name:
                                     Title:


                                       15
<PAGE>
                                     UBS  AG,  STAMFORD  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:

                                     TORONTO  DOMINION  BANK  (TEXAS),
                                     INC.


                                     By:________________________________
                                     Name:
                                     Title:


                                     WELLS  FARGO  BANK,  N.A.


                                     By:________________________________
                                     Name:
                                     Title:


                                     WESTDEUTSCHE  LANDESBANK
                                     GIROZENTRALE,  NEW  YORK  BRANCH


                                     By:________________________________
                                     Name:
                                     Title:


                                     By:________________________________
                                     Name:
                                     Title:


                                       16
<PAGE>
                                     ROYAL  BANK  OF  CANADA


                                     By:________________________________
                                     Name:
                                     Title:

                                       17
<PAGE>