SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-Q/A



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



                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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                  (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  June  30,  1998,  was  approximately  1.7  billion.

<PAGE>

                         PART I.  FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>


                           COMPAQ COMPUTER CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


                       ASSETS
                                                                  JUNE 30,   DECEMBER 31,
                                                                   1998          1997
                                                               ------------  ------------
                                                                      (IN MILLIONS)
<S>                                                            <C>           <C>
Current assets:
   Cash and cash equivalents                                   $     4,596   $     6,418
   Short-term investments                                                -           344
   Accounts receivable, net                                          5,431         2,891
   Inventories                                                       2,202         1,570
   Deferred income taxes                                             1,981           595
   Other current assets                                                578           199
                                                               ------------  ------------
        Total current assets                                        14,788        12,017
Property, plant and equipment, less accumulated depreciation         2,855         1,985
Deferred income taxes                                                  862             -
Intangible and other assets                                          3,243           629
                                                               ------------  ------------
                                                               $    21,748   $    14,631
                                                               ============  ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                            $     3,614   $     2,837
   Income taxes payable                                                201           195
   Accrued restructuring costs                                       1,734             -
   Other current liabilities                                         5,017         2,170
                                                               ------------  ------------
        Total current liabilities                                   10,566         5,202
                                                               ------------  ------------
Postretirement and other postemployment benefits                       398             -
                                                               ------------  ------------
Minority interest                                                      422             -
                                                               ------------  ------------
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:
       1,671 million shares at June 30, 1998 and
       1,519 million shares at December 31, 1997)                    6,724         2,096
    Retained earnings                                                3,664         7,333
    Treasury stock (at cost)                                           (26)            -
                                                               ------------  ------------
       Total stockholders' equity                                   10,362         9,429
                                                               ------------  ------------
                                                               $    21,748   $    14,631
                                                               ============  ============
</TABLE>

             See accompanying notes to consolidated financial data.

<PAGE>
<TABLE>
<CAPTION>
                              COMPAQ COMPUTER CORPORATION
                            CONSOLIDATED STATEMENT OF INCOME
                                      (UNAUDITED)



                                           SIX MONTHS ENDED JUNE 30,  QUARTER ENDED JUNE 30,
                                           -------------------------  ----------------------
                                                     1998      1997      1998     1997
                                                  --------  --------  --------  -------
                                                 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                                               <C>       <C>       <C>       <C>
Revenue:
    Product sales                                 $10,947   $10,573   $ 5,372   $5,405 
    Service revenue                                   572       214       460      110 
                                                  --------  --------  --------  -------
                                                   11,519    10,787     5,832    5,515 
                                                  --------  --------  --------  -------
Cost of sales:
    Cost of product sales                           9,007     7,677     4,406    3,897 
    Cost of service revenue                           379       156       316       81 
                                                  --------  --------  --------  -------
                                                    9,386     7,833     4,722    3,978 
                                                  --------  --------  --------  -------


Selling, general, and administrative expense        1,836     1,309     1,051      670 
Research and development costs                        494       387       249      198 
Purchased in-process technology                     3,234       208     3,234      208 
Restructuring and asset impairment charges            393         -       393        - 
Other income and expense, net                         (74)      (19)      (44)      (4)
                                                  --------  --------  --------  -------
                                                    5,883     1,885     4,883    1,072 
                                                  --------  --------  --------  -------
Income (loss) before provision for income taxes    (3,750)    1,069    (3,773)     465 
Provision (benefit) for income taxes                 (134)      398      (141)     208 
                                                  --------  --------  --------  -------
Net income (loss)                                 $(3,616)  $   671   $(3,632)  $  257 
                                                  ========  ========  ========  =======





Earnings (loss) per common share:
          Basic                                   $ (2.35)  $   .45   $ (2.33)  $  .17 
                                                  ========  ========  ========  =======
          Diluted                                 $ (2.35)  $   .43   $ (2.33)  $  .17 
                                                  ========  ========  ========  =======


Shares used in computing earnings (loss) per
    common share:
          Basic                                     1,539     1,497     1,556    1,500 
                                                  ========  ========  ========  =======
          Diluted                                   1,539     1,547     1,556    1,552 
                                                  ========  ========  ========  =======
</TABLE>

             See accompanying notes to consolidated financial data.

<PAGE>
<TABLE>
<CAPTION>
                           COMPAQ COMPUTER CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                                                            SIX MONTHS ENDED JUNE 30,
                                                            -------------------------
                                                                 1998     1997
                                                               --------  -------
                                                                 (IN MILLIONS)
<S>                                                            <C>       <C>
Cash flows from operating activities:
  Net income (loss)                                            $(3,616)  $  671 
  Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
       Depreciation and amortization                               272      256 
       Purchased in-process technology                           3,234      208 
       Restructuring and asset impairment charges                  393        - 
       Changes in operating assets and liabilities, net of
       effects of purchased businesses:
    Accounts receivable                                           (221)     893 
    Inventories                                                    644     (409)
    Other current assets                                            17      (23)
    Accounts payable                                                (9)     469 
    Income taxes payable                                          (128)    (124)
    Accrued restructuring costs                                    (10)       - 
    Other current liabilities                                      (43)      70 
                                                               --------  -------
  Net cash provided by operating activities                        533    2,011 
                                                               --------  -------
Cash flows from investing activities:
  Purchases of property, plant and equipment, net                 (257)    (298)
  Purchases of short-term investments                                -     (968)
  Proceeds from short-term investments                             344    1,143 
  Acquisition of businesses, net of cash acquired               (1,413)    (268)
  Other, net                                                      (314)      35 
                                                               --------  -------
  Net cash used in investing activities                         (1,640)    (356)
                                                               --------  -------
Cash flows from financing activities:
  Payments to retire debt                                         (788)    (293)
  Purchase of treasury shares                                      (26)       - 
  Issuance of common stock pursuant to stock option plans           94       80 
  Dividends paid                                                   (46)       - 
  Other, net                                                         -      (37)
                                                               --------  -------
  Net cash used in financing activities                           (766)    (250)
                                                               --------  -------
Effect of exchange rate changes on cash and cash equivalents        51       29 
                                                               --------  -------
  Net increase (decrease) in cash and cash equivalents          (1,822)   1,434 
Cash and cash equivalents at beginning of period                 6,418    3,008 
                                                               --------  -------
Cash and cash equivalents at end of period                     $ 4,596   $4,442 
                                                               ========  =======
</TABLE>

             See accompanying notes to consolidated financial data.

<PAGE>
<TABLE>
<CAPTION>
             COMPAQ COMPUTER CORPORATION
    CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
                     (UNAUDITED)
          SUPPLEMENTAL CASH FLOW INFORMATION

                           SIX MONTHS ENDED JUNE 30,
                           -------------------------
                                  1998    1997
                                --------  -----
                                 (IN MILLIONS)

<S>                             <C>       <C>
Acquisitions (Note 2)
Fair value of:
    Assets acquired             $16,029   $362 
    Liabilities assumed          (7,014)   (74)
    Stock issued                 (4,284)     - 
    Options issued                 (249)   (10)
                                --------  -----
Cash paid                         4,482    278 
Less: cash acquired              (3,069)   (10)
                                --------  -----
Net cash paid for acquisition   $ 1,413   $268 
                                ========  =====
</TABLE>

             See accompanying notes to consolidated financial data.

<PAGE>

                           COMPAQ COMPUTER CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL DATA

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

     The  accompanying unaudited consolidated financial data as of June 30, 1998
and  December  31,  1997  and for the three and six-month periods ended June 30,
1998  and  1997  have  been prepared on substantially the same basis as Compaq's
annual  consolidated  financial  statements. Compaq completed its acquisition of
Digital  Equipment  Corporation  ("Digital")  during the second quarter of 1998.
This acquisition was accounted for under the purchase method of accounting.  The
financial  information  provided for the three-month and six-month periods ended
June  30,  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.  Certain prior
year  amounts  have  been  reclassified to conform to current year presentation.

NOTE  2  -  ACQUISITION  OF  DIGITAL
------------------------------------

     On  June  11, 1998, Compaq consummated its acquisition of Digital.  Digital
is  an  industry  leader  in  implementing  and  supporting  networked  business
solutions  in multi-vendor environments based on high performance platforms with
an established global service and support team.  The aggregate purchase price of
$9.1  billion  consisted  of approximately $4.5 billion in cash, the issuance of
approximately  141 million shares of Compaq common stock valued at approximately
$4.3  billion  and  the issuance of approximately 25 million options to purchase
Compaq common stock valued at approximately $249 million.  The cash component of
the purchase price was paid through the use of Compaq's general corporate funds.
The  results of operations of Digital and the estimated fair value of the assets
acquired  and  liabilities assumed are included in Compaq's financial statements
from  the  date  of  acquisition.

     The purchase price was preliminarily allocated  to  the assets acquired and
liabilities  assumed  based  on  Compaq's  estimates  of  fair value.  Compaq is
awaiting  additional  information  related  to  the fair value of certain assets
acquired  and  liabilities  assumed  and the finalization of the Digital-related
restructuring  plans.  Management  does  not  expect  the  finalization of these
matters  to  have  a material effect on the purchase price allocation.  The fair
value  assigned  to intangible assets acquired was based on a valuation prepared
by  an  independent  third-party  appraisal  company  and  consists of purchased
in-process  technology,  proven research and development, the installed customer
base  and  trademarks.  The  amounts allocated to tangible and intangible assets
acquired  less  liabilities assumed exceeded the purchase price by approximately
$4.1 billion.  This excess value over the purchase price was allocated to reduce
proportionately the values assigned to long-term assets and purchased in-process
technology in determining their ultimate fair values.  As a result of the change
in  fair  values  of the long-term assets, the deferred tax liability associated
with  these  assets  was  also  adjusted.

<PAGE>

NOTE  2  -  ACQUISITION  OF  DIGITAL  (CONTINUED)
-------------------------------------------------

      The  following  table shows the amounts allocated to the long-term assets,
the  allocation  of  the  excess  value  over  purchase  price and the resulting
assigned  values  for  the  assets  acquired  as  of  June  11,  1998:

<TABLE>
<CAPTION>
                                                      EXCESS VALUE     VALUE ASSIGNED
                                        INITIAL       OVER PURCHASE     TO NET ASSETS
BALANCE SHEET CATEGORY                 VALUATION          PRICE           ACQUIRED
-----------------------------------  --------------  ----------------  ---------------
<S>                                  <C>             <C>               <C>
Property, plant and equipment        $       1,465   $          (637)  $          828 
Purchased in-process technology              5,722            (2,488)           3,234 
Intangible assets:
    Proven research and development          1,055              (459)             596 
    Installed customer base                  2,150              (935)           1,215 
    Trademarks                                 391              (170)             221 
Other assets                                   662              (288)             374 
Deferred tax liability                      (1,073)              871             (202)
</TABLE>

     Management  estimates  that  $3.2  billion of the purchase price represents
purchased  in-process  technology  that  has  not  yet  reached  technological
feasibility  and  has  no  alternative future use.  Accordingly, this amount was
immediately  expensed  in the Consolidated Statement of Income upon consummation
of  the  acquisition.  The  value  assigned  to purchased in-process technology,
based  on  a valuation prepared by an independent third-party appraisal company,
was determined by identifying research projects in areas for which technological
feasibility has not been established, including UNIX/Open VMS ($1.6 billion), NT
Systems  ($800  million),  storage  ($2.7 billion) and Internet and others ($600
million).  The  value  was  determined  by  estimating  the costs to develop the
purchased  in-process  technology  into commercially viable products, estimating
the  resulting  net  cash flows from such projects, and discounting the net cash
flows  back  to  their  present value.  The discount rate includes a factor that
takes into account the uncertainty surrounding the successful development of the
purchased  in-process  technology.  If  these  projects  are  not  successfully
developed, future revenue and profitability of Compaq may be adversely affected.
Additionally, the value of other intangible assets acquired may become impaired.

     The following table represents unaudited consolidated pro forma information
as  if  Compaq  and Digital had been combined as of the beginning of the periods
presented.  The  pro forma data are presented for illustrative purposes only and
are  not necessarily indicative of the combined financial position or results of
operations  of  future  periods or the results that actually would have resulted
had  Compaq  and  Digital  been a combined company during the specified periods.
The  pro  forma  results include the effects of the purchase price allocation on
depreciation  of  property,  plant  and equipment and amortization of intangible
assets,  adjustments  to  reflect the reversal of interest income resulting from
the  use  of  cash  related  to  the acquisition of Digital, and preferred stock
dividends  paid.  The  pro  forma  combined  results exclude acquisition-related
charges  for  purchased  in-process  technology  related  to  Digital.

<PAGE>
NOTE  2  -  ACQUISITION  OF  DIGITAL  (CONTINUED)
-------------------------------------------------

<TABLE>
<CAPTION>
                                                  SIX MONTHS ENDED JUNE 30,
                                                        1998     1997
                                                      --------  -------
                                                     PRO FORMA UNAUDITED
                                           (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S>                                                   <C>       <C>
Revenue:
     Product sales                                    $13,596   $14,403
     Service revenue                                    3,263     3,161
                                                      --------  -------
        Total revenue                                 $16,859   $17,564

Net income (loss)                                     $  (525)  $   696
                                                      ========  =======


Earnings (loss) per common share:
     Basic                                            $  (.32)  $   .42
                                                      ========  =======
     Diluted                                          $  (.32)  $   .41
                                                      ========  =======


Shares used in computing earnings per common share:
     Basic                                              1,652     1,638
                                                      ========  =======
     Diluted                                            1,652     1,692
                                                      ========  =======
</TABLE>

The  net loss for the six months ended June 30, 1998, includes $291 million, net
of  tax, in restructuring and asset impairment charges as described in Note 3 to
the  Consolidated  Financial  Data.

NOTE  3  -  RESTRUCTURING  AND  ASSET  IMPAIRMENT  CHARGES
----------------------------------------------------------

     In  June  1998,  Compaq's  management  approved  restructuring plans, which
include  initiatives  to  integrate  the  operations  of  Compaq  and  Digital,
consolidate  duplicative  facilities,  improve  service  delivery  and  reduce
overhead.   Total accrued restructuring costs of $1.7 billion have been recorded
in  the  second  quarter  related  to  these  initiatives, $1.4 billion of which
relates  to  Digital  and  was  recorded  as  a  component of the purchase price
allocation  and $286 million relates to Compaq, which was charged to operations.
Management  is  in  the process of finalizing its restructuring plans related to
Digital,  and  accordingly, the amounts recorded related to Digital are based on
management's  current  estimate  of those costs.  Management expects the Digital
restructuring  plans  to  be  finalized  by  the  end  of the year.  Areas where
management  estimates  may  be  revised  primarily  relate  to  Digital employee
relocation  costs,  facility closure costs and other exit costs.  Adjustments to
accrued restructuring costs related to Digital will be recorded as an adjustment
to  the  preliminary  purchase  price  allocation.

     Accrued  restructuring  charges  include  $1.1  billion  ($999  million for
Digital  and  $132  million  for  Compaq)  representing  the cost of involuntary
employee separation benefits related to approximately 19,700 employees worldwide
(approximately  14,700  Digital  employees and 5,000 Compaq employees). Employee
separation  benefits  include  severance, medical and other benefits.   Employee
separations  will  affect  the  majority  of business functions, job classes and
geographies, with a majority of the reductions in North America and Europe.  The
restructuring  plans  also  include  costs  totaling  $414 million ($272 million
related  to  Digital  and  $142  million  related to Compaq) associated with the
closure  of  13.2  million square feet of office, distribution and manufacturing
space,  principally  in  North  America  and  Europe.  Other restructuring costs
include  $99  million  related  to the relocation of Digital employees, with the
majority of this amount attributable to relocations in North America and Europe,
and  $100  million  primarily  related  to  costs of terminating certain Digital
contractual  obligations.  Compaq expects that most of the restructuring actions
related  to  the  plans  will  be  completed  within  the  next  year.

NOTE  3  -  RESTRUCTURING  AND  ASSET  IMPAIRMENT  CHARGES  (CONTINUED)
----------------------------------------------------------------------

The  accrued restructuring costs and amounts charged against the provision as of
June  30,  1998,  were  as  follows  (dollars  in  millions):

<TABLE>
<CAPTION>
---------------------------------  -------------  --------  ----------  ------
                                                             CURRENT 
                                      COMPAQ      DIGITAL      YEAR     TOTAL
                                                             SPENDING
---------------------------------  -------------  --------  ----------  ------
<S>                                <C>            <C>       <C>         <C>
Employee separations               $         132  $    999  $      (4)  $1,127
Facility closure costs                       142       272         (6)     408
Relocation                                     -        99          -       99
Other exit costs                              12        88          -      100
---------------------------------  -------------  --------  ----------  ------
Total accrued restructuring costs  $         286  $  1,458  $     (10)  $1,734
---------------------------------  -------------  --------  ----------  ------
Number of employee separations
     due to restructuring actions                                  46
---------------------------------  -------------  --------  ----------  ------
</TABLE>

During  the quarter, Compaq also recorded a $107 million charge related to asset
impairments.  The  asset  impairments resulted from the writedown to fair market
value  less  costs  to sell for assets taken out of service and held for sale or
disposal.  The majority of this charge relates to the impairment of  $74 million
of  intangible  assets  associated with the acquisition of a company during 1995
that  developed,  manufactured,  and  supplied  fast ethernet hubs, switches and
related  products.  In  May  1998, management decided to close the manufacturing
facility  and  abandon  the  technologies  acquired through this acquisition and
discontinue  all  related  products.

NOTE  4  -  CERTAIN  BALANCE  SHEET  COMPONENTS
-----------------------------------------------

<TABLE>
<CAPTION>
                                      JUNE 30,  DECEMBER 31,
                                         1998    1997
                                        ------  ------
                                        (IN MILLIONS)
<S>                                     <C>     <C>
INVENTORIES:
  Raw materials and work-in-process     $  943  $  767
  Finished goods                         1,259     803
                                        ------  ------
                                        $2,202  $1,570
                                        ======  ======


PROPERTY, PLANT & EQUIPMENT:
  Land                                  $  355  $  185
  Buildings and leasehold improvements   1,480   1,076
  Machinery and equipment                2,738   2,392
  Construction-in-process and other        452     373
                                        ------  ------
                                         5,025   4,026
  Less accumulated depreciation          2,170   2,041
                                        ------  ------
                                        $2,855  $1,985
                                        ======  ======
</TABLE>

<PAGE>
NOTE  4  -  CERTAIN  BALANCE  SHEET  COMPONENTS  (CONTINUED)
------------------------------------------------------------

<TABLE>
<CAPTION>
                                        JUNE 30,   DECEMBER 31,
                                          1998         1997
                                        ---------  -------------
<S>                                     <C>        <C>
INTANGIBLES AND OTHER ASSETS:
  Installed customer base, net          $   1,212  $           -
  Proven research and development, net        591              -
  Trademarks, net                             221              3
  Other intangibles and goodwill, net         490            139
  Other assets                                729            487
                                        ---------  -------------
                                        $   3,243  $         629
                                        =========  =============

OTHER CURRENT LIABILITIES:
  Salaries, wages and related items     $     770  $         123
  Deferred revenue                            929             31
  Accrued warranty                            680            423
  Accrued royalties                           216            132
  Other accrued expenses                    2,158          1,280
  Current portion of long-term debt           264            181
                                        ---------  -------------
                                        $   5,017  $       2,170
                                        =========  =============
</TABLE>

     The  estimated  lives  for  property,  plant and equipment are 30 years for
buildings  and  range from 3 to 10 years for machinery and equipment.  Leasehold
improvements  are  amortized  over  the  shorter  of  the  useful  life  of  the
improvement  or  the  life  of the related lease.  The estimated lives of proven
research  and  development, installed customer base, and trademarks are 5 years,
15  years  and  5  years,  respectively.

NOTE  5  -  TENDER  OFFER  FOR  NOTES  AND  DEBENTURES
------------------------------------------------------

     In  June  1998,  Compaq  completed  a  cash  tender  offer for Digital debt
securities  with  a  fair  value  of  $879  million, including accrued interest.
Compaq  paid  an  aggregate of $799 million (including accrued interest) for the
notes  and  debentures  tendered.  The  untendered  balance  of  the  notes  and
debentures  is  included  in  other  current  liabilities.

NOTE  6  -  PENSION,  POSTRETIREMENT  AND  OTHER  POSTEMPLOYMENT  BENEFITS
--------------------------------------------------------------------------

     Upon  consummation  of  the  Digital acquisition, Compaq assumed certain of
Digital's defined benefit and defined contribution plans.  The Digital employees
who  were  eligible  to  participate  in  the  Digital  plans at the time of the
acquisition  are eligible to participate in these plans.  The benefits generally
are  based  on  years  of service and compensation during the employee's career.
Pension  cost  is  based  on  estimated  benefit  formulas.

     Additionally,  Compaq assumed the defined benefit postretirement plans that
provide  medical  and  dental benefits for Digital's retirees and their eligible
dependents  in the U.S and certain other locations.    The majority of Digital's
non-U.S.  subsidiaries  do not offer postretirement benefits other than pensions
to  retirees.

<PAGE>
NOTE  7  -  TREASURY  STOCK
---------------------------

     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.
Compaq  implemented  this  program  on  May  4,  1998.  Compaq  repurchased
approximately  892,000  shares  through  June  30,  1998,  for approximately $26
million.

NOTE  8  -  OTHER  INCOME  AND  EXPENSE
---------------------------------------

     Other  income  and  expense  consisted  of  the  following:

<TABLE>
<CAPTION>
                                    SIX MONTHS ENDED  QUARTER ENDED
                                         JUNE 30,       JUNE 30,
                                      --------------  ------------
                                       1998    1997   1998   1997
                                      ------  ------  -----  -----
                                             (IN MILLIONS)

<S>                                   <C>     <C>     <C>    <C>
Interest and dividend income          $(171)  $(119)  $(86)  $(63)
Interest (income) expense associated
 With hedging                             2      (3)     3     (1)
Other interest expense                   75      66     35     32 
Currency (gains) losses, net             (2)     12     (6)     9 
Minority interest dividend                1       -      1      - 
Other, net                               21      25      9     19
                                      ------  ------  -----  ----- 
                                      $ (74)  $ (19)  $(44)  $ (4)
                                      ======  ======  =====  =====
</TABLE>

NOTE  9  -  COMPREHENSIVE  INCOME
---------------------------------

     Comprehensive  income (loss) is comprised of 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 certain subsidiaries.  Comprehensive income for the
six  months  ended  June  30,  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 (loss) are listed
below:

<TABLE>
<CAPTION>
                            SIX MONTHS ENDED   QUARTER ENDED
                                 JUNE 30,         JUNE 30,
                             ---------------  ---------------
                               1998    1997     1998    1997
                             --------  -----  --------  -----
                                    (IN MILLIONS)
<S>                          <C>       <C>    <C>       <C>
Net income (loss)            $(3,616)  $671   $(3,632)  $257 
Other comprehensive loss          (5)   (13)       (2)    (3)
                             --------  -----  --------  -----
Comprehensive income (loss)  $(3,621)  $658   $(3,634)  $254 
                             ========  =====  ========  =====
</TABLE>

NOTE  10  -  EARNINGS  PER  COMMON  SHARE
-----------------------------------------

     Basic  earnings  per  common  share  is computed using the weighted average
number  of  shares  outstanding  during the period.  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.  Diluted  loss  per share is based only on the weighted
average  number  of  shares  outstanding  during the period.  Incremental common
stock  equivalent  shares  of  60  million  and  59 million were not used in the
calculation  of  diluted  earnings  per common share in the six and three months
ended  June  30,  1998,  respectively,  due  to  the  net  loss for the periods.
Incremental  common  stock

NOTE  10  -  EARNINGS  PER  COMMON  SHARE  (CONTINUED)
------------------------------------------------------

equivalent  shares  of 50 million and 52 million were used in the calculation of
diluted  earnings  per  common  share in the six and three months ended June 30,
1997,  respectively.

     Stock options to purchase 11 million shares and 50 million shares of common
stock  for  the six-month periods and 13 million shares and 53 million shares of
common  stock  for  the  three-month  periods  ended  June  30,  1998  and 1997,
respectively,  were  outstanding  but 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 shares, and therefore, the effect would be
antidilutive.

NOTE  11  -  LITIGATION
-----------------------

     Five  class  action  lawsuits have been filed in the United States District
Court  for  the  Southern  District of Texas, Houston Division.  The actions are
purported  class  actions  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
complaints  allege  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.  A
motion  for  the  appointment  of  lead  counsel  and  the  consolidation of the
purported  class  action  lawsuits  is  pending.  The  plaintiffs  seek monetary
damages,  interest,  costs and expenses. The Company intends to defend the suits
vigorously.

     Several  purported  class action lawsuits were filed against Digital during
1994  alleging  violations  of  the federal securities laws arising from alleged
misrepresentations  and omissions in connection with Digital's issuance and sale
of  Series  A  8-7/8% Cumulative Preferred Stock and Digital's financial results
for  the  quarter  ended  April  2,  1994.  During  1995,  the  lawsuits  were
consolidated  into  three  cases,  which  were  pending before the United States
District  Court  for  the  District  of  Massachusetts.  On  August 8, 1995, the
Massachusetts  federal court granted the defendants' motion to dismiss all three
cases in their entirety.  On May 7, 1996, the United States Court of Appeals for
the First Circuit affirmed in part and reversed in part the dismissal of the two
cases,  and  remanded  for  further  proceedings.

NOTE  12  -  DIGITAL  SUMMARIZED  UNAUDITED  FINANCIAL  INFORMATION  (DIGITAL
-----------------------------------------------------------------------------
STAND-ALONE)
------------

     In  March  1994,  Digital  sold  to the public 16 million Depositary shares
under  a  shelf registration, each representing a one-fourth interest in a share
of  the  Series  A Preferred Stock, par value $1.00 per share.  Dividends on the
Series  A  Preferred Stock accrue at the annual rate of 8-7/8%, or $35.5 million
per  year. The Series A Preferred Stock is not convertible into, or exchangeable
for,  shares  of  any  other  class or classes of stock.  The Series A Preferred
Stock  is  not  redeemable  prior  to April 1, 1999.  On or after April 1, 1999,
Compaq,  at  its  option, may redeem shares of the Series A Preferred Stock, for
cash  at the redemption price per share of $100 ($25 per depository share), plus
accrued  and  unpaid  dividends.  Compaq  has  guaranteed the dividend payments,
redemption  price  and  liquidation preference of the Digital Series A Preferred
Stock.  At  June  30,  1998,  there  were  declared and unpaid dividends of $8.9
million.  The  minority interest of $422 million on the balance sheet represents
the  fair  value  of  the Series A Preferred Stock as of the date of the Digital
acquisition.

     The  summarized  unaudited  financial  information  for  Digital  and  its
consolidated  subsidiaries  on  a  stand-alone  basis  is  presented  below. The
financial  information  for the period subsequent to the acquisition is based on
the  new  basis of accounting reflecting the amounts included in the preliminary
purchase  price  allocation  resulting from Compaq's acquisition of Digital (see
Notes  2  and  3),  and  is  presented  in  accordance  with  generally accepted
accounting  principles.  The  amounts  previously 

<PAGE>
NOTE  12  -  DIGITAL  SUMMARIZED  UNAUDITED  FINANCIAL  INFORMATION  (DIGITAL
-----------------------------------------------------------------------------
STAND-ALONE)  (CONTINUED)
-------------------------

presented  have  been  revised  to  reflect  this  new  basis  of accounting, as
recommended  in Securities and Exchange Commission Staff Accounting Bulletin No.
54.  The  new basis of accounting adjustments include (i) fair value adjustments
to  the historical basis of assets and liabilities acquired, (ii) the fair value
assigned  to  intangible  assets,  including purchased in-process technology and
(iii)  accrued  restructuring  charges.  In  addition,  the  Digital stand-alone
financial information includes an allocation of certain costs incurred by Compaq
including  (i)  costs  for  administrative  functions  and services performed on
behalf  of  Digital by centralized staff groups within Compaq, and (ii) Compaq's
general corporate expenses.  The costs of these functions and services have been
allocated  to  Digital  using  methods  that  Compaq  management  believes  are
reasonable.  Such  allocations  are not necessarily indicative of the costs that
would  have  been  incurred  if  Digital  had  been  a  separate  entity.

     Although Digital financial information is presented on a stand-alone basis,
the  companies  are  being  managed  on  a  consolidated basis.  The stand-alone
Digital  information does not necessarily reflect the results that Digital would
have realized had the acquisition not occurred and is not necessarily indicative
of  the  future  results  of  Digital.  Separate financial information and other
disclosures  concerning Digital are not deemed by management to be meaningful to
holders  of  the  Series  A  Preferred  Stock.

<TABLE>
<CAPTION>
                           NEW BASIS         OLD BASIS
                         JUNE 27, 1998    DECEMBER 27, 1997
                        ---------------  -------------------
                          (IN MILLIONS)        (IN MILLIONS)
<S>                     <C>              <C>
Current assets          $         4,955  $             6,428
Noncurrent assets                 7,911                2,365
Current liabilities               5,213                3,487
Noncurrent liabilities            1,198                1,910
Stockholders' equity              6,455                3,396
</TABLE>

<TABLE>
<CAPTION>
                                        NEW BASIS                      OLD BASIS
                                  ---------------------  -------------------------------------
                                   FOR THE PERIOD FROM    FOR THE PERIOD FROM      QUARTER
                                      JUNE 12, 1998         MARCH 29, 1998          ENDED
                                         THROUGH                THROUGH         JUNE 28, 1997
                                      JUNE 27, 1998          JUNE 11, 1998
                                  ---------------------  ---------------------  --------------
                                      (IN MILLIONS)                  (IN MILLIONS)
<S>                               <C>                    <C>                    <C>
Product sales                     $                749   $                 968  $        1,994
Service revenues                                   295                   1,222  $        1,469
                                  ---------------------  ---------------------  --------------
 Total revenues                   $              1,044   $               2,190  $        3,463

Gross margin - product sales      $                295   $                 192  $          742
Gross margin - service revenues                     94                     347             457
                                  ---------------------  ---------------------  --------------
 Total gross margin               $                389   $                 539  $        1,199

Net income (loss)                 $          (3,073)(1)  $               (355)  $          124
                                  =====================  =====================  ==============
</TABLE>

<PAGE>
NOTE  12  -  DIGITAL  SUMMARIZED  UNAUDITED  FINANCIAL  INFORMATION  (DIGITAL
-----------------------------------------------------------------------------
STAND-ALONE)  (CONTINUED)
-------------------------

<TABLE>
<CAPTION>
                                   FOR THE PERIOD FROM    FOR THE PERIOD FROM     SIX MONTHS
                                      JUNE 12, 1998        DECEMBER 28, 1997        ENDED
                                         THROUGH                THROUGH         JUNE 28, 1997
                                      JUNE 27, 1998          JUNE 11, 1998
                                  ---------------------  ---------------------  --------------
                                      (IN MILLIONS)                     (IN MILLIONS)
<S>                               <C>                    <C>                    <C>
Product sales                     $                749   $              2,650   $        3,830
Service revenues                                   295                  2,731   $        2,947
                                  ---------------------  ---------------------   --------------
 Total revenues                   $              1,044   $              5,381   $        6,777

Gross margin - product sales      $                295   $                779   $        1,390
Gross margin - service revenues                     94                    834              915
                                  ---------------------  ---------------------   --------------
 Total gross margin               $                389   $              1,613   $        2,305

Net income (loss)                 $          (3,073)(1)  $                (13)  $          175
                                  =====================  =====================  ==============
<FN>
(1)     Net  loss  includes  $3.2 billion for the write-off of purchased in-process technology
resulting  from  Compaq's  acquisition  of  Digital.
</TABLE>

<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.




     November  11,  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)