EXHIBIT 5


14 November 1995


Digital Equipment Corporation
111 Powdermill Road
Maynard, Massachusetts  01754

Re:    Registration Statement on Form S-8
       Relating to the Digital Equipment Corporation
       1995 Equity Plan; 1995 Stock Option Plan for Nonemployee
       Directors (collectively, the "Plans")
       -----------------------------------------------------------

Ladies and Gentlemen:

I am Vice President, Clerk, Secretary and Assistant General Counsel of Digital
Equipment Corporation (the "Corporation"), a Massachusetts corporation.  I am of
the opinion that the 10,050,000 shares of Common Stock, par value $1.00 per
share, proposed to be issued by the Corporation pursuant to the Plans will be
legally issued, fully-paid and nonassessable after the issuance of such shares
in accordance with the terms of the Plans.

I am further of the opinion that no action of any governmental authority is
necessary for the issuance and sale of such shares by the Corporation except
that the above-referenced Registration Statement shall have become effective and
such action as may be necessary under the securities laws of the several states
shall have been taken.

I hereby consent to the filing of this opinion as Exhibit 5 to the above-
referenced Registration Statement.

Very truly yours,

/s/ Gail S. Mann

Gail S. Mann
Vice President, Assistant General Counsel,
Secretary and Clerk