Filed by Hewlett-Packard Company Pursuant to Rule 425
                                                Under the Securities Act of 1933
                                    Subject Company: Compaq Computer Corporation
                                                  Commission File No.: 333-73454

This filing relates to a planned merger (the "Merger") between Hewlett-Packard
Company ("HP") and Compaq Computer Corporation ("Compaq") pursuant to the terms
of an Agreement and Plan of Reorganization, dated as of September 4, 2001 (the
"Merger Agreement"), by and among HP, Heloise Merger Corporation and Compaq. The
Merger Agreement is on file with the Securities and Exchange Commission as an
exhibit to the Current Report on Form 8-K, as amended, filed by Hewlett-Packard
Company on September 4, 2001, and is incorporated by reference into this filing.

The following is a message to HP employees from Webb McKinney, HP's President,
Business Customer Organization, and Jeff Clarke, Compaq's Senior Vice President,
Finance and Administration and Chief Financial Officer, discussing integration
efforts in connection with the Merger. Mr. McKinney and Mr. Clark are co-leads
of the Post-Merger Integration team. This message is posted on HP's internal web
site.


INTEGRATION OFFICE UPDATE
MESSAGE FROM WEBB MCKINNEY AND JEFF CLARKE

Through this update we want everyone to understand where we are regarding the
completion of the merger, our integration planning progress and merger-related
communications over the next few weeks.

COMPLETING THE MERGER

Two primary procedural steps remain before the new HP can legally begin
operations. First, the HP shareowner vote must be certified. By now, you're
probably aware that the certification process may take several weeks. While we
await the final tally of the HP shareowner vote, we remain confident -- based on
a preliminary analysis by HP's proxy solicitor -- that we secured HP shareowner
approval.

Second, once the HP vote is certified, the necessary legal documents must be
finalized to complete -- or close -- the merger. When that's done, we will be
ready to launch the new HP. WE WILL NOT NECESSARILY LAUNCH THE NEW COMPANY ON
THE LEGAL CLOSING DATE. The new management team needs a few days to transition
their operating plans from the "clean teams" to their respective staff and line
managers. Our plan is to minimize the gap between legal close and operational
launch for the new HP.

INTEGRATION PLANNING PROGRESS

Meanwhile, we continue to move ahead with our integration planning activities.
We have nearly completed the four-phase integration planning process. One of our
key goals from the start of this process was to make sure the new company would
be prepared to open its doors and hit the ground running in the April-May
timeframe. We are on target to reach this goal.

Currently, more than 1,200 HP and Compaq employees are part of "clean teams" and
dedicated full-time to the integration planning effort. We started out last fall
with a much smaller team, because we wanted to keep as many employees as
possible focused on serving customers and delivering on day-to-day business
commitments. As we move closer to launch we expect to draw on additional
expertise from the businesses, support functions and the regions.




COMMUNICATION EXPECTATIONS, PLANS AND GUIDELINES

We realize there are questions and concerns about communication planning efforts
and activities between now, legal close, and launch of the new HP. We want to
address those concerns so you know that a comprehensive communication plan has
been developed to allow all employees access to the same information at the same
time. EMPLOYEES OUTSIDE THE CLEAN TEAMS SHOULD NOT BEGIN PLANNING COMMUNICATIONS
UNLESS ASKED TO DO SO BY SOMEONE ON A CLEAN TEAM.

A launch team has been established within the integration team and is focused on
planning all activities and deliverables required for a successful launch. This
team is working very closely with members of the new Executive Committee to
develop detailed plans to provide the following types of pre-launch, launch day
and post-launch communications:

   .     Letters from Carly, Michael and others to employees, customers and
         partners

   .     Presentations to employees, analysts, customers and partners outlining
         our product roadmaps, go-to-market strategies, service and support
         offerings, brand strategy, etc.

   .     Outreach plans and programs for employees, customers and partners

   .     Detailed information for our employees outlining our market strategies
         and internal integration plans including organizational structure,
         selection processes, etc.

   .     Toolkits and playbooks for customer-facing employees outlining
         processes, procedures, and available resources for engaging
         customers as the new HP

The team also is developing toolkits to help managers communicate integration
plans and other merger-related information. In addition, feature articles are
being developed for [HP's internal web site] and [Compaq's internal web site] to
provide in-depth information regarding specific merger-related topics, including
the selection process and organizational design.

CONCLUSION

Please remember that Compaq and HP are required by law to function as
competitors until legal close and the new company officially launches. Until
then, we ask that you keep the following points in mind:

    .    Employees who aren't on clean teams should not engage with their
         counterparts in the other company unless and until instructed to do so.

    .    We will announce the date of the official launch as soon as possible,
         pending vote certification.




   .     It is not realistic to expect that every decision regarding the new
         organization will be finalized or announced on launch day. We must give
         top priority to decisions that maximize continuity and minimize service
         interruption in our customer-facing organizations.

   .     Our intent is to announce decisions around job selection and reduction
         as soon as we can. But those decisions and announcements will be driven
         by the strategies and operating plans of each business and implemented
         in accordance with relevant national and local laws.

The successful integration of these two great companies is a tremendous
challenge. But it also represents an unprecedented opportunity to create a
strong competitor, accelerate growth and extend our industry leadership.

We want to thank you for supporting the Post-Merger Integration team throughout
the integration planning process, and especially for your continued focus on
serving customers and delivering extraordinary business results for HP and
Compaq. Now, it's time to show the world that we have what it takes -- the
preparation, focus, determination and talent -- to meet the challenge in front
of us.


Webb and Jeff



FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements that involve risks,
uncertainties and assumptions. If any of these risks or uncertainties
materializes or any of these assumptions proves incorrect, the results of HP and
its consolidated subsidiaries could differ materially from those expressed or
implied by such forward-looking statements.

All statements other than statements of historical fact are statements that
could be deemed forward-looking statements, including predictions regarding the
outcome and certification of the vote on the Merger or the closing of the
Merger; statements regarding future improvement of HP generally or specifically
its profitability, earnings, revenues, synergies, accretion or other financial
items; statements about the plans, strategies, and objectives of management for
future operations, including the execution of integration and restructuring
plans; any statements concerning proposed new products, services, developments
or industry rankings; statements regarding future economic conditions or
performance; statements of belief; and statements of assumptions underlying any
of the foregoing.

The risks, uncertainties and assumptions referred to above include the actual
certified results of the vote on the proposal to issue shares of HP common stock
in connection with the Merger; the ability of HP to retain and motivate key
employees; the timely development, production and acceptance of products and
services and their feature sets; the challenge of managing asset levels,
including inventory; the flow of products into third-party distribution
channels; the difficulty of keeping expense growth at modest levels while
increasing revenues; the challenges of integration and restructuring associated
with the Merger or other planned acquisitions and the challenges of achieving
anticipated synergies; the possibility that the Merger or other planned
acquisitions may not close or that HP, Compaq or other parties to planned
acquisitions may be required to modify some aspects of the acquisition
transactions in order to obtain regulatory approvals; the assumption of
maintaining revenues on a combined company basis following the close of the
Merger or other planned acquisitions; and other risks that are described from
time to time in HP's Securities and Exchange Commission reports, including but
not limited to HP's annual report on Form 10-K, as amended on January 30, 2002,
for the fiscal year ended October 31, 2001 and HP's registration statement on
Form S-4 filed on February 5, 2002.

HP assumes no obligation and does not intend to update these forward-looking
statements.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

On February 5, 2002, HP filed a registration statement with the SEC containing a
definitive joint proxy statement/prospectus regarding the Merger. Investors and
security holders of HP and Compaq are urged to read the definitive joint proxy
statement/prospectus filed with the SEC on February 5, 2002 and any other
relevant materials filed by HP or Compaq with the SEC because they contain, or
will contain, important information about HP, Compaq and the Merger. The
definitive joint proxy statement/prospectus and other relevant materials (when
they become available), and any other documents filed by HP or Compaq with the
SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover
Street, Palo Alto, California 94304, 650-857-1501. Investors and security
holders may obtain free copies of the documents filed with the SEC by Compaq by
contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
77269-2000, 800-433-2391.


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