SECURITIES AND EXCHANGE COMMISSION


                          Washington, D.C.  20549


                                 FORM 8-A


             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES


                  Pursuant to Section 12(b) or (g) of the


                      Securities Exchange Act of 1934



                       DIGITAL EQUIPMENT CORPORATION


          (Exact name of registrant as specified in its charter)



                Massachusetts                   04-2226590

       (State of Incorporation)             (I.R.S. Employer

                                             Identification No.)


 146 Main Street, Maynard, Massachusetts        01754-2571

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 (Address of principal executive offices)       (Zip Code)


 Securities to be registered pursuant to Section 12(b) of the Act:


 Title of each class                    Name of each exchange on which

 to be so registered:                   each class is to be registered:

                                        New York Stock Exchange, Inc.

 Depositary Shares

 Each Representing One-Fourth 

 of a share of Series A 

 8-7/8 % Cumulative Preferred Stock


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 Securities to be registered pursuant to Section 12(g) of the Act:


                                None

 ---------------------------------------------------------------------

                          (Title of Class)






Page 2




Item 1.         Description of Registrant's Securities to be Registered.


                The description of the Depositary Shares representing

one-fourth of a share of Series A 8-7/8% Cumulative Preferred Stock ("the

Series A Depositary Shares") is contained in the Prospectus Supplement

dated March 21, 1994, a copy of which was electronically transmitted for

filing with the Commission pursuant to Rule 424(b)(2) on March 22, 1994,

and which are incorporated by reference herein in answer to this item.


Item 2. Exhibits.

        

        I.  The following exhibits are incorporated herein by reference or

will be filed by amendment:


        Exhibit 1 - The form of Depositary Receipt evidencing the Series A

Depositary Shares to be registered hereunder is incorporated by reference

to Exhibit 4.5 to Registration Statement No. 33-51987.


        Exhibit 2(a) - The form of Preferred Stock certificate relating to

the Series A Depositary Shares to be registered hereunder is incorporated

by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K,

a copy of which was electronically transmitted for filing with the

Commission on March 22, 1994.


        Exhibit 2(b) - The Certificate of Designation of the Restated

Articles of Organization, as amended, of the registrant dated March 22,

1994 relating to the Series A 8-7/8% Preferred Stock is incorporated by

reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K, a

copy of which was electronically transmitted for filing with the Commission

on March 22, 1994.


        Exhibit 2(c) - The Deposit Agreement between the registrant and

Citibank, N.A. relating to the Series A Depositary Shares is incorporated

by reference to Exhibit 4.3 to the registrant's Current Report on Form 8-K,

a copy of which was electronically transmitted for filing with the

Commission on March 23, 1994.


                II.  Exhibits 3 through 8 are not applicable since the

registrant already has other securities registered on the New York Stock

Exchange, Inc.






Page 3




                Pursuant to the requirements of Section 12 of the

Securities Exchange Act of 1934, the registrant has duly caused this

registration statement to be signed on its behalf by the undersigned,

thereto duly authorized.





                                DIGITAL EQUIPMENT CORPORATION

                                --------------------------------------

                                        (Registrant)


                                        By: 

                                           --------------------------

                                           Name:   Gail S. Mann

                                           Title:  Clerk and Secretary



Date:  March 22, 1994