As filed with the Securities and Exchange Commission on October 17, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________
COMPAQ COMPUTER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 3571 76-0011617
(State or other (Primary standard industrial (IRS Employer
jurisdiction classification code number) Identification No.)
incorporation
or organization)
20555 S.H. 249
Houston, Texas 77070
(713) 370-0670
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Wilson D. Fargo
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
(713) 370-0670
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale
to the public: As soon as practicable after the effective date of
this registration statement.
If the only securities being registered on this Form are
being offered to dividend or interest reinvestment plans, please
check the following box.__
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, please check the following box. x
If this Form is filed to register additional securities for
an offering pursuant to rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.__
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration number of
the earlier effective registration statement for the same offering.__
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.__
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount
Securities Price Offering of
to be Amount to be Per Share Price Registration
Registered Registered (1) (1) Fee
=======================================================================
Common Stock, 102,268 shares $70.125 $7,171,543.50 $2,173.20
par value
$.01 per share
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) using the average of the high and low prices
reported on the New York Stock Exchange transactions tape on October 11,
1996.
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a
further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or
until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to Section
8(a), may determine.
102,268 Shares
COMPAQ COMPUTER CORPORATION
Common Stock
(par value $.01 per share)
______________
All of the 102,268 shares (the "Shares") of Common
Stock offered hereby are being sold by the Selling Stockholders
named herein. See "Selling Stockholders." The Shares may be
offered by the Selling Stockholders from time to time in
transactions in the over-the-counter market, on a national
securities exchange or otherwise at fixed prices which may be
changed, at market prices prevailing at the time of sale, at
prices related to such market prices or at negotiated prices.
The Selling Stockholders may effect such transactions by
selling the Shares to or through underwriters, brokers, dealers
or agents who may receive compensation in the form of
discounts, commissions or concessions from the Selling
Stockholders or the purchasers of the Shares for whom such
underwriters, brokers, dealers or agents may act. See "Plan of
Distribution." The Company will not receive any of the
proceeds from the sale of any of the Shares by the Selling
Stockholders.
The Common Stock is listed on the New York Stock
Exchange under the symbol "CPQ."
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURI-TIES AND
EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY ADE-
QUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
______________
The date of this Prospectus is October 17, 1996.
AVAILABLE INFORMATION
Compaq Computer Corporation (the "Company") is
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and other information
with the Securities and Exchange Commission (the
"Commission"). Reports and other information concerning the
Company may be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington D.C. 20549; The Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven
World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington D.C. 20549 at prescribed rates. In addition, the
Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission; such
information may be found at http:\\www.sec.gov. The
Common Stock is listed on the New York Stock Exchange (the
"NYSE") and the Company's registration statements, reports,
proxy and information statements and other information may
also be inspected at the offices of the NYSE, 20 Broad Street,
New, York, New York 10005.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (together with all exhibits and
amendments thereto, the "Registration Statement") filed by the
Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus
omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration
Statement for further information with respect to the Company
and the Shares offered hereby. Any statements contained
herein concerning the provisions of any document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance
reference is made to the copy of such document so filed. Each
such statement is qualified in its entirety by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed the
Company with the Commission are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K
for the year ended December 31, 1995;
2. The Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1996; and June 30, 1996;
3. The Company's Current Reports on Form 8-K as
filed on January 26, 1996, March 4, 1996, April 26, 1996, July
29, 1996 and October 17, 1996; and
4. The description of the Common Stock contained
in the Company's Registration Statement on Form 8-A.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in
a document incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in a subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such document. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Prospectus.
Copies of all documents incorporated by reference (other
than exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents) will
be provided without charge to each person, including any
beneficial owner, who receives a copy of this Prospectus on the
written request of such person addressed to the Corporate
Secretary, Compaq Computer Corporation, 20555 S.H. 249,
Houston, Texas 77070-2698.
THE COMPANY
Compaq Computer Corporation, founded in 1982,
designs, develops, manufactures, and markets a wide range of
personal computing products, including desktop personal
computers, portable computers, and tower PC servers and
peripheral products that store and manage data in network
environments. The Company markets its products primarily to
business, home, government, and education customers. The
Company operates in one principal industry segment across
geographically diverse markets.
The Company, a Delaware corporation, has its principal
executive offices at 20555 SH 249, Houston, Texas 77070
(telephone number (713) 370-0670).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of the shares offered hereby.
SELLING STOCKHOLDERS
The following table sets forth as of October 1, 1996, the
name of each Selling Stockholder, the Common Stock owned
by each Selling Stockholder, the amount of Common Stock
offered hereby and the number of amount of Common Stock to
be owned by each Selling Stockholder assuming all of the
Shares offered hereby are sold. Each of the stockholders shown
below holds less than 1% of the total outstanding Common
Stock of the Company.
Common Stock Common Stock Common Stock
Name Prior to Offering Offered Hereby Held After
Offering
Walter and Lorraine Thirion(1) 198,268 98,268 100,000
Paul Andrew Michael Thirion 2,549 2,000 549
1989 Trust
Katherine Yvonne Thirion 2,549 2,000 549
1989 Trust
_______________________
(1) In addition, in connection with the acquisition of Thomas
Conrad Corporation ("TCC") by the Company, 37,045 shares
of Common Stock were placed in an escrow account of which
Walter and Lorraine Thirion are the beneficiaries. If required,
such shares will be transferred to Compaq in satisfaction of any
indemnity claims arising out of the acquisition of TCC. The
escrow is for a period of eighteen months from October 17,
1995. Until such time, Walter and Lorraine Thirion have the
power to direct the voting of any shares held in escrow.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling
Stockholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The
Shares may be sold by one or more of the following: (a) a block
trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by
a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and
(d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in the resales.
In connection with distributions of the Shares or
otherwise, the Selling Stockholders may enter into hedging
transactions with broker-dealers. In connection with such
transactions, broker-dealers may engage in short sales of the
Shares registered hereunder in the course of hedging the
positions they assume with Selling Stockholders. The Selling
Stockholders may also enter into option or other transactions
with broker-dealers which require the delivery to the broker-
dealer of the Shares registered hereunder, which the broker-
dealer may resell or otherwise transfer pursuant to this
prospectus. The Selling Stockholder may also loan or pledge
the Shares registered hereunder to a broker-dealer and the
broker-dealer may sell the Shares so loaned or upon a default
the broker-dealer may effect sales of the pledged Shares
pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the
form of commissions, discounts or concessions from Selling
Stockholders in amounts to be negotiated in connection with
the sale. Such broker-dealers and any other participating
broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales
and any commission, discount or concession may be deemed to
be underwriting discounts or commission under the Securities
Act.
All costs, expenses and fees in connection with the
registration of the Shares will be borne by the Company.
Commissions, discounts and concessions, if any, attributable to
the sales of the Shares will be borne by the Selling
Stockholders. The Selling Stockholders may agree to
indemnify any broker-dealer or agent that participates in
transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
The Selling Stockholders have agreed to indemnify certain
persons including broker-dealers or agents against certain
liabilities in connection with the offering of the Shares,
including liabilities arising under the Securities Act. Pursuant
to the registration rights agreement between the Company and
the Selling Stockholders, the Company has agreed to indemnify
the Selling Stockholders and any Underwriters (as defined in
the agreement) against certain liabilities in connection with the
offering of the Shares, including liabilities arising under the
Securities Act
LEGAL OPINIONS
The legality of the Shares to be offered hereby will be
passed upon by Linda S. Auwers, Vice President and Assistant
General Counsel Corporate Compliance of the Company.
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of
Compaq Computer Corporation for the year ended December
31, 1995 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
No dealer, salesperson or other individual has been authorized to give
any information or to make any representations other than those contained
in this Prospectus in connection with the offer made by this Prospectus and,
if given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Selling Stockholders.
Neither the delivery of this Prospectus nor any statement made hereunder
shall, under any circumstances, create any implication that there has been
no change in the facts set forth in this Prospectus or in the affairs of
the Company since the date hereof. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the Common Stock
in any jurisdiction where, or to any person to whom, it is unlawful to make
such offer or solicitation
102,268 Shares
Compaq Computer Corporation
Common Stock
____________________
____________________
TABLE OF CONTENTS
PROSPECTUS
____________________
____________________
Page
Available Information 2
Incorporation of Documents by Reference 2
The Company 4
Use of Proceeds 4
Selling Stockholders 4
Plan of Distribution 5
Legal Opinions 5
Experts 5
October 17, 1996
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses to be paid by the registrant in connection
with this offering are as follows:
Securities and Exchange Commission registration fee $ 2,174
NYSE fees 1,500
Accounting fees and expenses 2,000
Legal fees and expenses 1,500
Miscellaneous expenses 126
_____
$7,300
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of such corporation) by reason of the fact that such person is
or was a director or officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify
directors, officers, employees and others in an action by or in the right
of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to
be indemnified has been adjudged to be liable to the corporation.
Where a director or officer is successful on the merits or otherwise in
the defense of any action referred to above or in the defense of any
claim, issue or matter therein, the corporation must indemnify such
director or officer against the expenses (including attorneys' fees)
which he or she actually and reasonably incurred in connection
therewith.
Article VI of the By-Laws of the Company provides for
indemnification of the directors and officers of the Company to the
fullest extent permitted by law. Section 6.4 of the By-Laws provides
that expenses incurred by a director or officer in defending a suit or
other similar proceeding shall be paid by the Company upon receipt of
an undertaking by or on behalf of the director or officer to repay such
amount if it is ultimately determined that such director or officer is not
entitled to be indemnified by the Company.
In addition, Article 6 of the Company's Restated Certificate
of Incorporation (the "Charter") contains a provision that limits the
liability of the Company's directors to the fullest extent permitted by
the Delaware General Corporation Law. The provision eliminates the
personal liability of directors to the Company or its stockholders for
monetary damages for breach of the director's fiduciary duty as a
director. As a result, stockholders may be unable to recover monetary
damages against directors for negligent or grossly negligent acts or
omissions in violation of their duty of care. The provision does not
change the liability of a director for breach of his duty of loyalty to the
Company or to stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
for the declaration or payment of dividends in violation of Delaware
law, or in respect to any transaction from which a director receives an
improper personal benefit.
In addition to its Charter and By-Laws provisions, the
Company has taken such other steps as are reasonably necessary to
effect its indemnification policy. Included among such other steps is
liability insurance provided by the Company for its directors and
officers for certain losses arising from claims or charges made against
them in their capacities as directors or officers of the Company. The
Company has also entered into indemnification agreements with
individual officers and directors. These agreements generally provide
such officers and directors with a contractual right to indemnification
to the full extent provided by applicable law and the By-Laws of the
Company as in effect at the respective dates of such agreements.
Item 16. Exhibits.
5.1 Opinion of Linda S. Auwers, Vice President and Assistant General
Counsel Corporate Compliance of the Company, as to the legality of
the securities being registered.
23.1 Consent of Linda S. Auwers, Vice President and Assistant General
Counsel Corporate Compliance of the Company, is included in the
opinion filed as Exhibit 5.1 to this Registration Statement.
23.2 Consent of Price Waterhouse LLP, Independent Accountants.
24.1 Power of Attorney is included on the signature page of this
Registration Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
(2) That, for the purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered with
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on this Registration Statement
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on the 16th day of October, 1996.
COMPAQ COMPUTER CORPORATION
By: ____/s/ Eckhard Pfeiffer________________
Eckhard Pfeiffer
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Compaq
Computer Corporation, do hereby constitute and appoint Eckhard
Pfeiffer, Earl L. Mason and Wilson D. Fargo, or any one of them, our
true and lawful attorneys and agents, to do any and all acts and things
in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and
agents, or either one of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us, in our names in the
capacities indicated below, any and all amendments thereto; and we do
each hereby ratify and confirm all that the said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Eckhard Pfeiffer President, Chief Executive Officer October 16, 1996
(Eckhard Pfeiffer) and Director (principal executive officer)
/s/ Earl L. Mason Senior Vice President, Finance and October 16, 1996
(Earl L. Mason) Chief Financial Officer (principal
financial and accounting officer)
/s/ Benjamin M. Rosen Chairman of the Board of Directors October 16, 1996
(Benjamin M. Rosen)
/s/ Lawrence T. Babbio Director October 16, 1996
(Lawrence T. Babbio)
/s/ Robert Ted Enloe, III Director October 16, 1996
(Robert Ted Enloe, III)
/s/ George H. Heilmeier Director October 16, 1996
(George H. Heilmeier)
Director
(George E.R. Kinnear II)
/s/ Peter N. Larson Director October 16, 1996
(Peter N. Larson)
/s/ Kenneth L. Lay Director October 16, 1996
(Kenneth L. Lay)
/s/ Kenneth Roman Director October 16, 1996
(Kenneth Roman)
/s/ Lucille S. Salhany Director October 16, 1996
(Lucille S. Salhany)
EXHIBIT INDEX
Exhibit
5.1 Opinion of Linda S. Auwers, Vice President and
Assistant General Counsel Corporate Compliance of the Company,
as to the legality of the securities being registered.
23.1 Consent of Linda S. Auwers, Vice President and
Assistant General Counsel Corporate Compliance
of the Company (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Price Waterhouse LLP, Independent
Accountants.
24.1 Power of Attorney (included on the signature page
of this Registration Statement).
[Compaq Computer Corporation Letterhead]
Exhibit 5.1
October 16, 1996
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Ladies and Gentlemen:
I am the Vice President and Assistant General Counsel Corporate
Compliance of Compaq Computer Corporation (the "Corporation") and have
acted in such capacity in connection with its Registration Statement on
Form S- 3 (the "Registration Statement") to register under the Securities
Act of 1933, as amended, 102,268 shares (the "Shares") of Common Stock,
$.01 par value, of the Corporation to be offered by certain selling
stockholders as described in the Registration Statement. In connection
therewith, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have
deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Linda S. Auwers
Linda S. Auwers
Vice President and Assistant General Counsel
Corporate Compliance of the Company
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 23, 1996, appearing on
page 17 of Compaq Computer Corporation's Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the reference to us
under the heading "Experts."
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
October 16, 1996
[Compaq Computer Corporation Letterhead]
Exhibit 5.1
October 16, 1996
Compaq Computer Corporation
20555 S.H. 249
Houston, Texas 77070
Ladies and Gentlemen:
I am the Vice President and Assistant General Counsel Corporate
Compliance of Compaq Computer Corporation (the "Corporation") and have
acted in such capacity in connection with its Registration Statement on
Form S- 3 (the "Registration Statement") to register under the Securities
Act of 1933, as amended, 102,268 shares (the "Shares") of Common Stock,
$.01 par value, of the Corporation to be offered by certain selling
stockholders as described in the Registration Statement. In connection
therewith, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have
deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Linda S. Auwers
Linda S. Auwers
Vice President and Assistant General Counsel
Corporate Compliance of the Company
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 23, 1996, appearing on
page 17 of Compaq Computer Corporation's Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the reference to us
under the heading "Experts."
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Houston, Texas
October 16, 1996
