RESTATED CERTIFICATE OF INCORPORATION

                                    OF 

                         COMPAQ COMPUTER CORPORATION



	COMPAQ Computer Corporation, originally incorporated as GATEWAY 
TECHNOLOGY, INC., a corporation duly organized and existing under the
laws of the State of Delaware (the Corporation), does hereby certify
that:

	FIRST:	The name of the Corporation is COMPAQ Computer Corporation,
which was originally incorporated as GATEWAY TECHNOLOGY, Inc.

	SECOND:	The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on February
16, 1982.

	THIRD:	This Restated Certificate of Incorporation has been duly
   adopted in accordance with Section 245 of the General Corporation Law
   of the State of Delaware.

	FOURTH:	This Restated Certificate of Incorporation of the Corporation
   only restates and integrates and does not further amend the provisions of
   the Corporations Certificate of Incorporation as heretofore amended or
   supplemented, and there is no discrepancy between those provisions and the
   provisions of this Restated Certificate of Incorporation.

        FIFTH:  The Restated Certificate of Incorporation is hereby restated
   to read in its entirety as follows:


Article 1

	The name of the corporation is:  COMPAQ Computer Corporation.  


Article 2

	The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
County of New Castle, Delaware 19801.  The name of its registered agent
at such address is The Corporation Trust Company.


Article 3

	The purpose for which the Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.



Article 4

A.	Authorized Shares and Classes of Stock:

	The total number of shares of stock which the Corporation shall
have authority to issue is 1,010,000,000 shares composed of (i) 1,000,000,000
shares of Common Stock, par value $.01 per share (Common Stock); and (ii)
10,000,000 shares of Preferred Stock, par value $.01 per share (Preferred
Stock).

B.	Designations, Rights, Preferences and Powers of Preferred Stock:

        The designations, rights, preferences and powers in respect of the
shares of Preferred Stock shall be as follows:

	1.	Shares of Preferred Stock may be issued in one or more
series which may have such voting powers, full or limited, or no voting
power as the Board of Directors may determine.

	2.	Authority is hereby expressly granted to the Board of
Directors to fix from time to time, by resolution or resolutions providing
for the issuance of any series of Preferred Stock, the designations,
preferences and relative, participating, optional or other special rights
and qualifications, limitations or restrictions thereof.

	3.	Except as otherwise provided in any resolution or resolutions
of the Board of Directors providing for the issue of any particular series
of Preferred Stock, the number of shares of stock of any such series so set
forth in such resolution or resolutions may be increased or decreased (but
not below the number of shares of such series then outstanding) by a
resolution or resolutions adopted by the Board of Directors.

	4.	Except as otherwise provided in any resolution or resolutions
of the Board of Directors providing for the issue of any particular series of
Preferred Stock, Preferred Stock redeemed or otherwise acquired by the
Corporation shall assume the status of authorized but unissued Preferred
Stock and shall be unclassified as to series and may thereafter, subject to
the provisions of this Article 4 and to any restrictions contained in any
resolution or resolutions of the Board of Directors providing for the issue
of any such series of Preferred Stock, be reissued in the same manner as
other authorized but unissued Preferred Stock.


Article 5

	The Board of Directors is authorized to adopt, amend or repeal the
by-laws of the Corporation.  Election of directors need not be by written
ballot.


Article 6

	No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing clause shall not
apply to any liability of a director (i) for any breach of the directors
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.  This Article 6 shall not eliminate
or limit the personal liability of a director for any act or omission
occurring prior to the date this Article 6 becomes effective.  If the
Delaware General Corporation Law is hereafter amended to further eliminate
or limit the liability of a director of a corporation, then a director of
the Corporation, in addition to the circumstances set forth herein, shall
have no liability as a director (or such liability shall be limited) to the
fullest extent permitted by the Delaware General Corporation Law as so
amended.  No repeal or modification of the foregoing provisions of this
Article 6 nor, to the fullest extent permitted by law, any modification of
law, shall adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

	IN WITNESS WHEREOF, COMPAQ Computer Corporation has caused this
Certificate to be signed by Eckhard Pfeiffer, its President and Chief
Executive Officer, this 2nd day of October, 1996.


COMPAQ Computer Corporation



By: 	    /s/ Eckhard Pfeiffer		
	Eckhard Pfeiffer, President
	and Chief Executive Officer