COMPAQ COMPUTER CORP
10-Q, 1994-08-01
ELECTRONIC COMPUTERS
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       ____________________________________________________________



                                 FORM 10-Q



                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549



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



               For the Quarterly Period Ended June 30, 1994



                       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
                              (713) 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, 1994, was 257.8 million.

       ____________________________________________________________



<PAGE>
                    P A R T  I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                       COMPAQ COMPUTER CORPORATION
                       CONSOLIDATED BALANCE SHEET
                             (Unaudited)


                               ASSETS
                                       June 30,    December 31,
                                          1994        1993
                                       ---------------------
                                           (in millions)
Current assets:
 Cash and cash equivalents             $    516    $    627
 Short-term investments                      57
 Accounts receivable                      1,768       1,377
 Inventories                              2,241       1,123
 Prepaid expenses and
  other current assets                      185         164
                                       ---------------------
Total current assets                      4,767       3,291
Property, plant, and equipment,
 less accumulated depreciation              848         779
Other assets                                 53          14
                                       ---------------------
                                       $  5,668    $  4,084
                                       =====================


                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                      $  1,132    $    637
 Income taxes payable                       170          69
 Other current liabilities                  740         538
                                       ---------------------
Total current liabilities                 2,042       1,244
                                       ---------------------
Long-term debt                              300
                                       ---------------------
Deferred income taxes                       188         186
                                       ---------------------
Stockholders' equity:-
 Preferred stock, $.01 par value:
  10 million shares authorized;
  none outstanding
 Common stock and capital in excess
  of $.01 par value: 400 million
  shares authorized; 257.8 million
  shares and 253.0 million
  shares issued and outstanding             647         586
 Retained earnings                        2,491       2,068
                                       ---------------------
Total stockholders' equity                3,138       2,654
                                       ---------------------
                                       $  5,668    $  4,084
                                       =====================

           See accompanying notes to consolidated financial data


<PAGE>
                     COMPAQ COMPUTER CORPORATION
                   CONSOLIDATED STATEMENT OF INCOME
                              (Unaudited)


                                  Six months ended        Quarter ended
                                       June 30,              June 30,
                                    1994      1993        1994      1993
                                  ----------------------------------------
                                  (in millions, except per share amounts)

Sales                             $ 4,777   $ 3,243     $ 2,499   $ 1,632
Cost of sales                       3,497     2,480       1,836     1,239
                                  ----------------------------------------
                                    1,280       763         663       393
                                  ----------------------------------------

Research and development costs        107        79          54        41
Selling, general, and
 administrative expense               557       377         303       200
Other income and expense, net          44        38          22        18
                                  ----------------------------------------
                                      708       494         379       259
                                  ----------------------------------------
Income before provision
 for income taxes                     572       269         284       134
Provision for income taxes            149        65          74        32
                                  ----------------------------------------
Net income                        $   423   $   204     $   210   $   102
                                  ========================================

Earnings per common and
 common equivalent share:
    Primary                       $  1.58   $  0.81     $  0.78   $  0.40
                                  ========================================
    Assuming full dilution        $  1.58   $  0.81     $  0.78   $  0.40
                                  ========================================

Shares used in computing
 earnings per common and
 common equivalent share:
    Primary                         267.4     251.1       268.6     252.9
                                  ========================================
    Assuming full dilution          267.8     251.1       268.6     252.9
                                  ========================================

           See accompanying notes to consolidated financial data


<PAGE>
                        COMPAQ COMPUTER CORPORATION
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                (Unaudited)


                                                           Six months ended
                                                               June 30,
                                                           1994       1993
                                                         -------------------
                                                            (in millions)

Cash flows from operating activities:
 Cash received from customers                            $ 4,371    $ 3,184
 Cash paid to suppliers and employees                     (4,549)    (3,058)
 Interest and dividends received                              13          8
 Interest paid                                               (28)       (30)
 Income taxes paid                                           (46)       (38)
                                                         -------------------
  Net cash provided by (used in) operating activities       (239)        66
                                                         -------------------
Cash flows from investing activities:
 Purchases of property, plant, and equipment, net           (149)       (70)
 Purchases of short-term investments                         (69)
 Maturities of short-term investments                         12
 Other, net                                                  (40)        (5)
                                                         -------------------
  Net cash used in investing activities                     (246)       (75)
                                                         -------------------
Cash flows from financing activities:
 Proceeds from sale of equity securities                      60         69
 Issuance of long-term debt                                  300
                                                         -------------------
  Net cash provided by financing activities                  360         69
                                                         -------------------
Effect of exchange rate changes on cash                       14         16
                                                         -------------------
  Net increase (decrease) in cash and cash equivalents      (111)        76
Cash and cash equivalents at beginning of period             627        357
                                                         -------------------
Cash and cash equivalents at end of period               $   516    $   433
                                                         ===================

Reconciliation of net income to net cash provided by
 (used in) operating activities:
 Net income                                              $   423    $   204
  Depreciation and amortization                               78         80
  Provision for bad debts                                     29         12
  Deferred income taxes                                        3
  Currency exchange losses                                    23         11
  Increase in accounts receivable                           (410)       (77)
  Increase in inventories                                 (1,118)      (385)
  Decrease (increase) in prepaid expenses and
   other current assets                                      (19)        13
  Increase in accounts payable                               494         93
  Increase in income taxes payable                           100         26
  Increase in other current liabilities                      158         89
                                                         -------------------
   Net cash provided by (used in) operating activities   $  (239)   $    66
                                                         ===================

           See accompanying notes to consolidated financial data
<PAGE>
                        COMPAQ COMPUTER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL DATA


Note 1 - Basis of presentation

The accompanying unaudited financial data as of June 30, 1994 and December
31, 1993 and for the six month periods ended June 30, 1994 and 1993 have
been prepared on substantially the same basis as the annual consolidated
financial statements. In the opinion of the Company, the data reflect 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:

                                          June 30,       December 31,
                                            1994             1993
                                          ------------------------
                                                (in millions)

Raw materials                             $   951          $   535
Work-in-process                               340               90
Finished goods                                950              498
                                          ------------------------
                                          $ 2,241          $ 1,123
                                          ========================



Note 3 - Long-term debt

In March 1994 the Company issued $300 million in senior notes, including
$150 million 6 1/2% notes due March 15, 1999 and $150 million 7 1/4% notes
due March 15, 2004. Interest on the notes is payable semi-annually on March
15 and September 15. The notes are not redeemable prior to maturity and are
not entitled to any sinking fund.


Note 4 - Other income and expense

Other income and expense consisted of the following components:


                                    Six months ended  Quarter ended
                                       June 30,          June 30,
                                     1994    1993      1994    1993
                                    -------------------------------
                                                (in millions)

Interest and dividend income        $ (13)  $  (8)    $  (7)  $  (5)
Interest expense associated
 with hedging                           7      13         3       7
Other interest expense                 27      19        14       9
Currency exchange losses, net          23      11        14       5
Other, net                                      3        (2)      2
                                    -------------------------------
                                    $  44   $  38     $  22   $  18
                                    ===============================

Note 5 - Earnings per share

All share and per-share information has been retroactively restated in the
accompanying financial data to reflect the three-for-one stock split
effected in the form of a 200% stock dividend declared by the Company in
April 1994.

<PAGE>
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.

Results of Operations

     The following table presents, as a percentage of sales, certain
selected financial data for the six months and quarters ended June 30, 1994
and 1993.

                                           Six months ended   Quarter ended
                                               June 30,          June 30,
                                             1994    1993      1994   1993
                                           --------------------------------
Sales                                       100.0%  100.0%    100.0% 100.0%
Cost of sales                                73.2    76.5      73.4   75.9
                                           --------------------------------
Gross margin                                 26.8    23.5      26.6   24.1
                                           --------------------------------

Research and development costs                2.2     2.4       2.2    2.5
Selling, general, and administrative expense 11.7    11.6      12.1   12.2
Other income and expense, net                  .9     1.2        .9    1.2
                                           --------------------------------
                                             14.8    15.2      15.2   15.9
                                           --------------------------------

Income from consolidated companies before
 provision for income taxes                  12.0%    8.3%     11.4%   8.2%
                                           ================================


Sales

     Sales increased 53% and 47% in the second quarter and first half of
1994, respectively, over the comparable periods of 1993 and 10% over the
first quarter of 1994. European sales represented 32% and 34% of total
sales in the second quarter and first half of 1994, respectively, as
compared with 38% and 40% in the corresponding periods of 1993. Other
international sales, excluding Canada, represented 16% and 13% of the total
sales in the second quarter and first half of 1994 as compared with 11% and
10% in the comparable periods of 1993.

     The Company's significant increase in consolidated sales in the second
quarter of 1994 stemmed primarily from an increase in the number of units
sold. Total computer unit sales increased 66% in the second quarter of 1994
over the comparable period of 1993. Unit sales growth primarily resulted
from increased market penetration led by the Company's aggressively priced
Compaq ProLinea (R) and Presario (R) desktop products, the Compaq Contura
Aero (TM) subnotebook portable computers introduced in February, and the
Prosignia (TM) VS systems products.

     Unit growth did not translate directly into revenue growth because of
lower unit prices. The average aggregate revenue per unit decreased in the
second quarter of 1994 over the comparable period of 1993, primarily as a
result of lower prices of the Company's products aimed at the small
business and consumer markets, which are an increased portion of the
Company's business, pricing actions undertaken by the Company, and currency
fluctuations. Competition continues to have a significant impact on prices
of the Company's products, especially those products aimed at the consumer
market, and the Company anticipates additional pricing actions as it
attempts to maintain its strategy of increasing market share. The Company
attempts to mitigate the impact on profitability of any pricing actions
through implementation of effective design to cost goals, the aggressive
pursuit of reduced component costs, manufacturing efficiencies, and control
of operating expenses.


Gross Margin

     Gross margin as a percentage of sales rose to 26.6% and 26.8% in the
second quarter and first half of 1994, respectively, compared to 24.1% and
23.5% in the second quarter and first half of 1993, while it declined from
27.1% in the first quarter of 1994. The decline from the first quarter of
1994 primarily resulted from a decrease in the proportion of sales of the
Company's higher margin products, which was partially offset by currency
fluctuations and reduced component costs. The Company believes that
industry restructuring will continue throughout 1994 resulting in a
continued aggressive pricing environment and continued pressure on the
Company's gross margins. The Company maintains a market share growth
strategy and continues to expand its presence in new price sensitive market
segments, which could continue to lower the Company's average sales price
per unit. This reduction, coupled with related changes in the mix of
product sales and currency fluctuations, are likely to result in lower
gross margin levels. The Company continues to pursue aggressively the
reduction of product costs both at the supplier and manufacturing levels
and anticipates that these savings will assist its efforts to maintain
competitive pricing.


Operating Expenses

     Research and development costs increased 32% and 35% in absolute
dollars in the second quarter and first half of 1994, respectively, as
compared with the corresponding periods of 1993 while declining slightly as
a percentage of sales. The Company is committed to continuing a significant
research and development program and research and development costs are
likely to remain relatively steady as a percentage of sales in the
remaining quarters of 1994.

     Selling, general, and administrative expense increased in amount while
remaining relatively stable as a percentage of sales in the second quarter
and first half of 1994 as compared with the same periods of 1993. The
increase in the amount of expenses resulted from domestic and international
selling expense associated with higher unit volumes as well as expense
incurred in connection with the introduction of new products, the entry
into new markets (both domestically and internationally), the expansion of
distribution channels, and a greater emphasis on advertising, customer
service, and technical support. The Company anticipates that selling
expenses will remain relatively stable as a percentage of sales while
increasing in absolute dollars in the second half of 1994.


Other Items

     Other income and expense in the second quarter of 1994 was an expense
of $22 million. In the second quarter of 1994 compared to the corresponding
period of 1993, the Company experienced a lower net interest expense in
absolute dollars, which resulted from an increase in interest earned on
investable cash due to higher cash levels and a decrease in interest
expense associated with the Company's foreign exchange hedging program,
offset by interest costs incurred in connection with the Company's issuance
of $300 million of debt securities in March 1994 and an increase in
interest expense in connection with financing resellers' inventories.

     The translation gains and losses relating to the financial statements
of the Company'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 $14 million in the second quarter of 1994, compared to a
net loss of $5 million in the second quarter of 1993.


Provision for Income Taxes

     The Company estimates the effective tax rate for 1994 will be 26%, an
increase from 25% in 1993. The increase is attributable to higher
profitability and a decline in the proportion of earnings derived from its
Singaporean subsidiaries to total Company earnings. The Company's favorable
tax rate is dependent upon its mix of international sales and full
utilization of Singaporean manufacturing facilities. A portion of the
undistributed earnings of the Company's Singaporean subsidiaries are
invested indefinitely in operations outside the United States.


Liquidity and Capital Resources

     At June 30, 1994, the Company had working capital of approximately
$2.7 billion compared to $2.0 billion at December 31, 1993.

     The Company's cash, cash equivalents, and short-term investments
decreased to $573 million at June 30, 1994, from $627 million at December
31, 1993, primarily because of working capital needs related to the
Company's support of higher production volumes, partially offset by the
Company's issuance of $300 million in debt securities during the first
quarter and cash received in connection with the exercise of employee stock
options. Accounts receivable increased to $1.8 billion at June 30, 1994,
from $1.4 billion at December 31, 1993, as a result of higher sales levels.
Inventory levels increased to $2.2 billion from $1.1 billion during that
period. The increase in inventory resulted from delays in manufacturing
certain products due to component shortages and delivery schedules for
certain new technology, a different sales mix than anticipated, and
production planning in support of anticipated second half demand and third
quarter product transitions. The Company's inventory levels and the mix of
inventory associated with higher sales could adversely affect the Company
in the event of a drop in worldwide demand for PC products or a decline in
the pace at which the Company increases its market share.

     Cash used in the first half of 1994 for the purchase of property,
plant and equipment totaled $149 million, including $95 million in the
second quarter. The Company estimates that capital expenditures for land,
buildings, and equipment during the remainder of 1994 will be approximately
$350 million. The Company has commitments for only a small portion of such
amounts and the actual level of spending will depend on a variety of
factors, including general economic conditions and the Company's business.

     The Company currently expects to fund expenditures for capital
requirements as well as liquidity needs created by changes in working
capital from a combination of available cash balances, internally generated
funds, and financing arrangements. The Company from time to time may borrow
funds for actual or anticipated funding needs or because it is economically
beneficial to borrow funds for the Company's needs instead of repatriating
funds in the form of dividends from its foreign subsidiaries. The Company
has outstanding debt securities of $300 million. The Company expects to
enter into agreements for a $500 million syndicated credit facility in
early August 1994.


Factors that May Affect Future Results

     The Company participates in a highly volatile industry that is
characterized by rapidly changing customer demand patterns and industry-
wide competition resulting in aggressive pricing practices. In anticipation
of continued growth and expansion of its market share, the Company is
significantly expanding manufacturing and distribution capacity as well as
reengineering its internal logistics. The Company's operating results could
be adversely affected should the Company be unable to anticipate customer
demand accurately, to manage its manufacturing process and inventory levels
to respond quickly to changing production needs, or to distribute its
products efficiently in a variety of reseller channels.

     The Company's product strategy focuses in part on marketing products
with distinctive features and at prices that appeal to a variety of
purchasers. Because of the pace of technological advances in the personal
computer industry, the Company must introduce new products on a timely
basis that offer customers the latest competitive technologies while
managing the production and marketing cycles of its existing products. If
the Company were unable to manage its product transitions successfully, it
could experience an adverse impact on its sales as well as significant
product obsolescence. In addition, although the Company designs many of its
own components for its products, across the Company's product range certain
elements of product strategy are dependent on technological developments
by, and manufacturing capacities of, other manufacturers. In managing
product transitions associated with developments in microprocessor and
other component technology, the Company must develop and implement
effective strategies that anticipate component availability and pricing by
suppliers as well as forecast customer demand for new technologies. There
can be no assurance that the Company will obtain the delivery of the
technology needed to introduce new products in a timely manner, will
acquire a sufficient supply of components utilizing such technology to
deliver high volumes of its products, will manage the lead times required
to obtain components to respond to short term shifts in customer demand
patterns, or will be able to obtain any competitive advantage in access to
new technology. If the Company were unable to develop and launch new
products in a timely fashion and in significant unit volumes, this failure
could have a material adverse effect on the Company's business.

     In order to maintain or increase its market share, the Company must
continue to price its products competitively and from time to time may use
various incentive programs to increase sales. Some of these strategies
lower the average sales price per unit and may cause declines in gross
margin and profitability. Other sales incentives increase operating
expenses and may lower profitability. To compensate for the impact of
reduced prices and sales incentives on its sales and profitability, the
Company must increase unit shipments, aggressively reduce costs, and
maintain tight control over operating expenses. If the Company takes
pricing actions and does not achieve significant unit shipment increases
and cost reductions, however, there could be an adverse impact on sales and
profitability. The Company believes its pricing and product strategies are
competitive and have created demand for its products. While the Company
anticipates that demand will continue to be strong in coming quarters, it
expects that the gross margin levels experienced in the first half of 1994
will decline, primarily as a result of anticipated fluctuations in the
product mix of its sales and anticipated price reductions.

     During the second quarter of 1994 the Company continued to broaden its
product distribution into new geographic locations and new sales channels.
Offering its products in an increasing number of geographic locations and
through a variety of distribution channels, including distributors, mail
order, electronics superstores and other consumer retail outlets, requires
the Company to increase its geographic presence and to provide increased
levels of sales and support interface with customers. There can be no
assurance, however, that this direction will be effective, or that the
requisite service and support to ensure the success of the Company's
operations in new locations or through new channels can be achieved in a
cost effective manner. While the Company anticipates that its geographic
expansion will continue and the number of outlets for its products will
continue to increase in the remainder of 1994, a reduction in this growth
could affect sales and profitability. Geographic expansion, particularly
the expansion of manufacturing operations in developing countries, also
subjects the Company to a number of political and economic risks, such as
currency devaluation and expropriation.

     The Company's primary means of distribution remains third-party
resellers. The Company continuously monitors and manages the credit it
extends to resellers and attempts to limit credit risks by broadening its
distribution channels, utilizing certain risk transfer instruments, and
obtaining security interests in property owned by its debtors. The
Company's business could be adversely affected, however, in the event that
the generally weak financial condition of third-party computer resellers
worsens. Upon the financial failure of a major reseller, the Company could
experience disruptions in its distribution as well as the loss of the
unsecured portion of any outstanding accounts receivable. The Company
believes that the continued expansion of its distribution outlets and
geographic growth will help mitigate any potential impact on its sales.

     The value of the U.S. dollar continues to affect the Company's
financial results. The functional currency for the Company's international
marketing subsidiaries is the U.S. dollar. When the U.S. dollar strengthens
against other currencies, sales made in those currencies translate into
fewer sales in U.S. dollars; and when the U.S. dollar weakens, sales made
in local currencies translate into higher sales in U.S. dollars.
Correspondingly, costs and expenses incurred in non-U.S. dollar currencies
increase when the U.S. dollar weakens and decline when the U.S. dollar
strengthens. Accordingly, changes in exchange rates may negatively affect
the Company's consolidated sales (as expressed in U.S. dollars) and gross
margins and the Company's results of operations can be significantly
affected in the short term by fluctuations in foreign currency exchange
rates. The Company engages in several hedging programs aimed at limiting in
part the impact of currency fluctuations. Through these programs the
Company hedges a portion of anticipated sales of its international
marketing subsidiaries using purchased foreign currency options, hedges its
Japanese-yen denominated purchase commitments through the use of forward
exchange contracts and option contracts, and hedges its non-U.S. dollar net
monetary assets through the use of forward and option contracts. Although
these programs may reduce the impact of changes in currency exchange rates,
when the U.S. dollar sustains a strengthening position against currencies
in which the Company sells its products or a weakening exchange rate
against currencies in which the Company incurs costs, particularly the
Japanese yen, the Company's sales or its costs are adversely affected.

     General economic conditions have an impact on the Company's business
and financial results. Many of the markets in which the Company sells its
products are currently experiencing weak economies and the Company cannot
predict when these conditions will improve or if conditions in these and
other markets will decline. Although the Company does not consider its
business to be highly seasonal, it has experienced seasonally higher sales
and earnings in the first and fourth quarters of the year. The continued
expansion of its retail business is likely to result in the increased
seasonality of the Company's business and its results being more dependent
on retail business fluctuations.

     Because of the foregoing factors, as well as other variables affecting
the Company'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. In addition, the Company's participation in a highly dynamic
industry often results in significant volatility of the Company's common
stock price.

<PAGE>
                      P A R T  II.  OTHER INFORMATION


Item 1.  Legal Proceedings

     In May 1991 a number of class action lawsuits were filed in the United
States District Court for the Southern District of Texas, Houston Division.
These suits were consolidated into a single class action suit in June 1991.
The action was brought on behalf of all persons who purchased Compaq common
stock or options from December 4, 1990 through May 14, 1991, and the named
defendants included the Company and certain of its current and former
officers and directors. The defendants settled the consolidated securities
class action in order to eliminate diversion of resources and the expense
of litigation. On April 8, 1994, a stipulation of settlement was filed with
the court setting forth the terms of the settlement, which was approved by
the court on June 30, 1994. Insurance funded a significant portion of the
settlement and there was no material financial impact to the Company.

     In May 1991 Michael Ashkenazi and Herbert Kestenbaum brought a
shareholders' derivative action against the Company and certain of its
current and former officers and directors. The complaint was brought in the
District Court of Harris County, Texas, 61st Judicial District. On June 13,
1994, the court entered an order of non-suit terminating this action.

     The Company has been named as a defendant in a number of repetitive
stress injury lawsuits, primarily in New York state courts or federal
district courts for the New York City area. In each of these lawsuits the
plaintiff alleges that he or she suffers from symptoms generally known as
repetitive stress injury, which allegedly were caused by the design of the
keyboard supplied with the computer the plaintiff used. The suits naming
the Company are similar to those filed against other major suppliers of
personal computers. Ultimate resolution of the litigation against the
Company may depend on progress in resolving this type of litigation
overall. The Company is unable to determine at this time the outcome of
these suits or the likelihood of the Company's being named in additional
suits by plaintiffs' alleging similar injuries. The Company has denied
these claims and intends to defend vigorously the suits. The Company
believes that the claims will not have a material adverse effect on the
Company's financial results of operations or its financial position.


Item 4.  Submission of Matters to a Vote of Security Holders

     Information in regard to the election of directors at the annual
meeting of stockholders of the Company on April 23, 1994, is set forth in
Item 4 of the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1994.


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibit No.                   Description

     11             Statement regarding computation of per share earnings

(b)  Reports on Form 8-K

1.   Report on Form 8-K dated July 20, 1994, containing the Company's news
     release dated July 20, 1994, with respect to its interim financial
     results for the periods ended June 30, 1994, including an unaudited
     consolidated balance sheet as of June 30, 1994, and an unaudited
     consolidated statement of income for the periods ended June 30, 1994

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.


     August 1, 1994                Compaq Computer Corporation



                              /s/    DARYL J. WHITE
                              ----------------------------------------
                              Daryl J. White, Senior Vice President,
                              Finance, and Chief Financial Officer
                              (as authorized officer and as principal
                              financial officer)


Exhibit 11

                          COMPAQ COMPUTER CORPORATION

                STATEMENT RE COMPUTATION OF PER SHARE EARNINGS


                                  Primary earnings      Fully diluted earnings
                                      per share                per share

                               Six months Three months  Six months Three months
                                  ended      ended         ended      ended
                                 June 30    June 30       June 30    June 30
                                --------   --------      --------   --------
                                   (in millions, except per share amounts)

                                                     1994
                                                     ----
Shares:
 Weighted average number of
  shares outstanding               256.1      257.2         256.1      257.2
 Incremental shares attributed
  to outstanding options            11.3       11.4          11.7       11.4
                                --------   --------      --------   --------
                                   267.4      268.6         267.8      268.6
                                ========   ========      ========   ========


Earnings:
 Net income                     $    423   $    210      $    423   $    210
                                ========   ========      ========   ========


Earnings per common and common
 equivalent share               $   1.58   $   0.78      $   1.58   $   0.78
                                ========   ========      ========   ========




                                                     1993
                                                     ----
Shares:
 Weighted average number of
  shares outstanding               242.8      244.5         242.8      244.5
 Incremental shares attributed
  to outstanding options             8.3        8.4           8.3        8.4
                                --------   --------      --------   --------
                                   251.1      252.9         251.1      252.9
                                ========   ========      ========   ========


Earnings:
 Net income                     $    204   $    102      $    204   $    102
                                ========   ========      ========   ========


Earnings per common and common
 equivalent share               $   0.81   $   0.40      $   0.81   $   0.40
                                ========   ========      ========   ========
                                
All share and per-share information has been retroactively restated in the
accompanying financial data to reflect the three-for-one stock split
effected in the form of a 200% stock dividend declared by the Company in
April 1994.
       



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