1
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                   10-K/A
                        AMENDMENT NO. 1 TO FORM 10-K

(X) Annual report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 FOR THE FISCAL YEAR ENDED JUNE 29, 1996

                                     or


( ) Transition report pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934
    For the transition period from        to       .
                                    -----    -----

Commission file number 1-5296

                        DIGITAL EQUIPMENT CORPORATION
                        -----------------------------
           (Exact name of registrant as specified in its charter)


Massachusetts                                      04-2226590
- -------------                                      ----------
(State or other jurisdiction of                    (I.R.S.  Employer Ident. No.)
incorporation or organization)

111 Powdermill Road, Maynard, Massachusetts                  01754-1499
- -------------------------------------------                  -----------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code (508) 493-5111
                                                   --------------

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

Title of each class                Name of each exchange on which registered (a)
- -------------------                ---------------------------------------------
Common Stock, par value $1                    New York Stock Exchange
per share                                     Pacific Stock Exchange
                                              Chicago Stock Exchange

Depositary shares each representing           New York Stock Exchange
one-fourth of a share of 8-7/8% Series A
Cumulative Preferred Stock, par value $1
per share

(a) In addition, shares of Common Stock of the registrant are listed on certain
stock exchanges in Switzerland and Germany.

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant (a) 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 (b) has been subject to such filing
requirements for the past 90 days. YES  X  NO 
                                       ---    ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ]

As of September 16, 1996, 154,324,142 shares of the registrant's Common Stock,
par value $1, were issued and outstanding. The aggregate market value of the
registrant's voting stock held by non-affiliates of the registrant as of
September 16, 1996 was approximately $6.4 billion.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's 1996 Annual Report to Stockholders are incorporated
by reference in Part II hereof.

Portions of the registrant's Proxy Statement for its 1996 Annual Meeting of
Stockholders, scheduled to be held on November 14, 1996, are incorporated by
reference in Part III hereof.

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The undersigned registrant hereby amends page 54 of Exhibit 13 to its Annual
Report on Form 10-K as set forth below:

OFFICERS AND MANAGEMENT
 
*Robert B. Palmer
Chairman of the Board,
President and Chief Executive Officer
 
R.E. Caldwell
Vice President, Digital Semiconductor
 
Bobby A. F. Choonavala
Vice President; President, Asia Pacific
 
*Charles F. Christ
Vice President and General Manager,
Components Division
 
Bruce L. Claflin
Vice President and General Manager,
Personal Computer Business Unit
 
*Harold D. Copperman
Vice President and General Manager,
Systems Business Unit
 
Vincenzo Damiani
Vice President; President, Digital Europe
 
*Savino R. (Sid) Ferrales
Vice President, Worldwide Human Resources
 
Richard J. Fishburn
Vice President and Chief Information Officer
 
Samuel H. Fuller
Vice President and Chief Scientist
 
Charles B. Holleran
Vice President, Communications

Ilene H. Lang
Vice President, Internet Software Business Unit 

Hans Larsen
Vice President, Controller
and Chief Accounting Officer
 
Alexis Makris
Vice President and Controller,
Business Operations
 
Gail S. Mann
Vice President, Assistant General Counsel,
Secretary and Clerk
 
*Paul J. Milbury
Vice President and Treasurer
 
*Vincent J. Mullarkey
Vice President, Finance and Chief Financial Officer
 
*John J. Rando
Vice President and General Manager,
Digital Services Division
 
Robert J. Rennick
Vice President and General Manager,
Network Product Business Unit
 
*Thomas C. Siekman
Vice President and General Counsel
 
*William D. Strecker
Vice President, Corporate Strategy and Technology 
and Chief Technical Officer

*"Executive Officer" under the Securities Exchange Act of 1934.
 

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange of 1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         DIGITAL EQUIPMENT CORPORATION
                                         (Registrant)

                                          By:/s/ Gail S. Mann
                                             ----------------
Dated: September 20, 1996                    Gail S. Mann
                                             Vice President, Assistant General
                                             Counsel, Secretary and Clerk