COMPAQ COMPUTER CORP
8-K, 1997-04-16
ELECTRONIC COMPUTERS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-K


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


                        DATE OF REPORT:  APRIL 16, 1997



                          COMPAQ COMPUTER CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



         DELAWARE                      1-9026                  76-0011617
  (State or Other Jurisdiction   (Commission File Number)     (IRS Employer
      of Incorporation)                                     Identification No.)


                    20555 SH 249, HOUSTON, TEXAS 77070-2698
                   (Address of Principal Executive Offices) 

                               (281) 370-0670
              (Registrant's telephone number, including area code)       





<PAGE>

Item  5.    Other  Events

     The  Registrant's  news release dated April 16, 1997, with respect to its
financial  results for the period ended March 31, 1997, including an unaudited
consolidated balance sheet as of March 31, 1997, and an unaudited consolidated
statement of income for the period ended March 31, 1997 is attached as Exhibit
99.


Item  7.    Exhibit  -  Index

     Exhibit  99  --  News  Release  dated  April  16,  1997.



                                  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.



                                                Compaq  Computer  Corporation


Date:    April  16,  1997          By:          /s/  Earl  Mason
                                                ----------------
                                                Earl  Mason
                                                Senior  Vice  President  and
                                                Chief  Financial  Officer








COMPAQ  COMPUTER CORPORATION     P.O. BOX 692000                  NEWS RELEASE
PUBLIC  RELATIONS  DEPARTMENT    HOUSTON,  TEXAS
                                 77269-2000
                                 TEL  281-514-0484
                                 FAX  281-514-4583
 
                                 HTTP://WWW.COMPAQ.COM

[Logo  of  Compaq  Computer  Corporation  appears  here]


FOR  IMMEDIATE  RELEASE



             COMPAQ'S FIRST QUARTER EARNINGS INCREASE 66 PERCENT;
                             EVA MORE THAN TRIPLES


     HOUSTON,  April  16,  1997 - Compaq Computer Corporation (NYSE:CPQ) today
announced  net  income  of  $387 million for the first quarter ended March 31,
1997,  an  increase  of  66 percent over the 1996 first quarter.  Earnings per
share  rose  to $1.36, compared with $.85 reported in the same period of 1996.
Compaq's worldwide sales grew 14.3 percent to $4.8 billion, compared with $4.2
billion  reported  in  the  first  quarter  of  1996.

"These  results  reflect an excellent first quarter for Compaq, our customers
and  shareholders,"  said  Eckhard  Pfeiffer,  President  and  Chief Executive
Officer,  Compaq  Computer  Corporation.    "We're  very  pleased  with  the
consistency  of  our  financial  progress, especially with the improvements in
earnings  and  the  growth  of  gross  margins  to  24.5  percent in the first
quarter."

Earl  Mason,  Compaq  Senior Vice President and Chief Financial Officer, said,
"Our  ongoing  focus  on  asset  management reduced Compaq's inventory by $666
million,  compared  with the first quarter of 1996,  increased inventory turns
from  6.5  to 12.0, and decreased Days Sales Outstanding from 65 to 51.  Taken
together,  these  operational improvements lifted our cash balance 358 percent
from  the  previous  year  to $4.7 billion.  These excellent results more than
tripled  EVA  (Economic  Value  Added)  ending  the  quarter  at $292 million,
providing  a  continued  increase  in  shareholder  value."

OUTLOOK

      "We  expect  strong  growth throughout 1997," said Pfeiffer.  "Compaq is
positioned  to gain market share and increase profits.  We are clearly focused
on  what  customers  are  looking  for.    Recently, we announced new Internet
solutions  and communication products, demonstrating our commitment to provide
end-to-end    computer solutions at the lowest cost of ownership.  We are also
working  with  our channel partners to fully implement a new manufacturing and
delivery model that will create the most efficient fulfillment process for the
lowest  delivered  cost in the industry which will translate into lower prices
for our customers.  Just as important, our continued focus on asset management
will  give  us  the  ability to take advantage of our competitive position and
global  leadership  to  benefit  customers  and  shareholders."

COMPANY  BACKGROUND

     Compaq  Computer Corporation, a Fortune 100 company, is the fifth largest
computer  company  in  the  world  and the largest global supplier of personal
computers,  delivering  useful innovation through products that connect people
with people and people with information.  The company is an industry leader in
environmentally  friendly  programs  and  business  practices.    Compaq  is
strategically organized to meet the current and future needs of its customers,
offering  Internet  and  enterprise  computing solutions, networking products,
commercial  PC  products  and  consumer  PCs.    As  the leader in distributed
enterprise solutions, Compaq has shipped over a million servers.  In 1996, the
company  reported  worldwide  sales of $18.1 billion. Compaq products are sold
and  supported  in  more  than  100  countries through a network of authorized
Compaq  marketing  partners. Customer support and information about Compaq and
its  products  can  be  found  at  http://www.compaq.com  or  by  calling
1-800-OK-COMPAQ.    Product information and reseller locations can be obtained
by  calling  1-800-345-1518.

     This  release  contains  forward-looking  statements  based  on  current
expectations  that involve a number of risks and uncertainties.  The potential
risks  and  uncertainties that could cause actual results to differ materially
include  the operational integration associated with mergers and acquisitions;
market  responses  to  pricing  actions  and  promotional  programs;  the
implementation  of  operations  and  systems improvements; timely development,
production,  and acceptance of new products; continued competitive factors and
pricing  pressures;  changes in product mix; and inventory risks due to shifts
in  market  demand.   Further information on the factors that could affect the
company's  financial  results  are  included  in  the  company's  SEC filings,
including  the  Form  10-K  for the year ended December 31, 1996, and the Form
10-Q  for  the  quarter  ended  March  31,  1997, which will be filed shortly.

     (Attached is the Consolidated Balance Sheet and Statement of Income.)

                                 #     #     #

Compaq,  Registered U.S. Patent and Trademark Office.  Product names mentioned
herein  may  be  trademarks  and/or  registered trademarks of their respective
companies.

For  further  editorial  information,  contact:
Compaq  Computer  Corporation                  Bob Beach          281-514-0484
                                               [email protected]

Miller/Shandwick  Technologies                 Donna Ruane        617-536-0470
                                               [email protected]

For  further  financial  information,  contact:
Investor  Relations  Department                                   281-514-9549

For  financial  publications,  contact:                           800-433-2391
 


<PAGE>
<TABLE>
<CAPTION>



                               COMPAQ COMPUTER CORPORATION
                                CONSOLIDATED BALANCE SHEET
                                       (Unaudited)


                                          ASSETS
<S>                                                              <C>           <C>

                                                                  March 31,    December 31,
                                                                  ---------    ------------
                                                                    1997           1996
                                                                  ---------      --------
                                                                        (in millions)
Current assets:
   Cash and cash equivalents                                     $    4,554     $    2,920
   Short-term investments                                               194          1,073
   Accounts receivable, net                                           2,710          3,168
   Inventories                                                        1,268          1,152
   Deferred income taxes                                                760            761
   Other current assets                                                 100             95
                                                                 ----------     ----------
        Total current assets                                          9,586          9,169
Property, plant and equipment, less accumulated depreciation          1,195          1,172
Other assets                                                            192            185
								     ----------     ---------- 
                                                                 $   10,973     $   10,526
                                                                 ==========     ==========



                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                              $    2,158     $    1,962
   Income taxes payable                                                 245            322
   Other current liabilities                                          1,493          1,568
                                                                 ----------     ----------
        Total current liabilities                                     3,896          3,852
                                                                 ----------     ----------
Long-term debt                                                          300            300
                                                                 ----------     ----------
Deferred income taxes                                                   227            230
                                                                 ----------     ----------
Stockholders' equity:-
    Preferred stock, $.01 par value
        (authorized: 10 million shares; issued: none)
    Common stock and capital in excess of $.01 par value
        (authorized: 1 billion shares; issued and outstanding:
       274.5 million shares at March 31, 1997 and
       273.6 million shares at December 31, 1996)                     1,126          1,107
    Retained earnings                                                 5,424          5,037
                                                                 ----------     ----------   
       Total stockholders' equity                                     6,550          6,144
                                                                 ----------     ----------
                                                                 $   10,973     $   10,526
                                                                 ==========     ==========


</TABLE>


<PAGE>
<TABLE>
<CAPTION>



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



                                                                    Quarter ended
                                                                       March 31,
                                                                    --------------        

                                                                  1997         1996
                                                                 ------       ------
                                                                (in millions, except
                                                                  per share amounts)

Sales                                                        $    4,805   $    4,205
Cost of sales                                                     3,627        3,320
                                                             ----------   ----------
                                                                  1,178          885
                                                             ----------   ----------

Selling, general and administrative expense                         499          431
Research and development costs                                      122          103
Other income and expense, net                                       (12)          17
                                                             ----------   ----------
                                                                    609          551
                                                             ----------   ----------
Income before provision for income taxes                            569          334
Provision for income taxes                                          182          100
                                                             ----------   ----------
Net income                                                   $      387   $      234
                                                             ==========   ==========

Earnings per common and common equivalent share:
    Primary                                                  $     1.36   $     0.85
                                                             ==========   ==========
    Assuming full dilution                                   $     1.36   $     0.85
                                                             ==========   ==========

Shares used in computing earnings per common
  and common equivalent share:
    Primary                                                       284.0        276.1
                                                             ==========   ==========
    Assuming full dilution                                        284.0        276.1
                                                             ==========   ==========


</TABLE>









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