COMPAQ COMPUTER CORP
8-K, 1998-06-05
ELECTRONIC COMPUTERS
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                       SECURITES 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:  June 3, 1998



                          COMPAQ COMPUTER CORPORATION
            (Exact name of Registrant as specified in its charter)



           Delaware                     1-9026            76-0011617
(State or other jurisdiction of      (Commission       (I.R.S. Employer
 incorporation or organization)      File Number)     Identification No.)




                      20555 SH 249, Houston Texas  77070
                         (Address, including zip code,
                 of Registrant's principal executive offices)



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




<PAGE>
Item  5.  Other  Events.

     The  Registrant's  news  release  dated June 3, 1998, with respect to the
termination  of  the  Federal  Trade  Commission's  review of the Registrant's
pending  acquisition  of  Digital  Equipment  Corporation  is  attached.



                                  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  hereunto  duly  authorized.


June  3,  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)


<PAGE>
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]   
[LOGO OF DIGITAL EQUIPMENT CORPORATION APPEARS HERE]


FOR IMMEDIATE RELEASE
- ---------------------



    FEDERAL TRADE COMMISSION CLEARS COMPAQ'S PENDING ACQUISITION OF DIGITAL


HOUSTON,  June  3, 1998 -- Compaq Computer Corporation (NYSE: CPQ) and Digital
Equipment  Corporation  (NYSE:  DEC)  today  announced  that the Federal Trade
Commission  has  closed  its review of Compaq's pending acquisition of Digital
and  that  the  waiting  period  under  the  Hart-Scott-Rodino  Act  has  been
terminated.

     The  transaction  is  subject  to  approval  by  holders of two-thirds of
Digital's  common stock.  A special meeting of shareholders will be held at 11
a.m. on June 11, 1998, at the Westford Regency Inn in Westford, Massachusetts.
Shareholders  of record as of May 4, 1998, are entitled to vote at the special
meeting.

     Subject  to  receipt  of  shareholder  approval and satisfaction of other
customary  conditions,  Compaq and Digital currently expect the transaction to
close  shortly  after  the  special  meeting.

COMPANY  BACKGROUNDS

     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 1997, the
company  reported  worldwide sales of $24.6 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.

      Digital  Equipment  Corporation,  recognized  for  product  and  service
excellence,  is  a  leading  supplier of high-performance, Web-based computing
solutions,  which  help enterprises compete in the global marketplace. Digital
gives  its  customers  a  winning  Internet  advantage through a comprehensive
portfolio  of  Internet  solutions  based  on  award-winning systems, advanced
networking  infrastructure,  innovative  software, and industry applications -
including  those  from  its business partners. The expertise and experience of
Digital  employees  help customers plan, design, implement, manage and support
Internet  solutions  in countries throughout the world. For the latest company
information,  visit  Digital  on  the World Wide Web at http://www.digital.com
and/or  http://www.newsdesk.com.

                            #          #          #

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

Digital  is  a  registered  trademark  of  Digital  Equipment  Corporation.

For further editorial information, contact:
Compaq Computer Corporation     Jim Finlaw      281-514-6137  
                                [email protected]

Miller/Shandwick Technologies   Mark Ostermann  281-514-5893
                                [email protected]

Digital Equipment Corporation   Dan Kaferle     978-493-2195
                                [email protected]

For investor information, contact:
Compaq Investor Relations       281-514-9549 or 800-433-2391
Digital Investor Relations      978-493-7182







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