Filed by Hewlett-Packard Company Pursuant to Rule 425
                                               Under the Securities Act of 1933
                                       And Deemed Filed Pursuant to Rule 14a-12
                                      Under the Securities Exchange Act of 1934
                                  Subject Company:  Compaq Computer Corporation
                                                   Commission File No.:  1-9026

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 article relating to the merger discusses presentations by
Carleton S. Fiorina, HP's Chairman of the Board and Chief Executive Officer,
and members of HP's Executive Council at a recent HP Senior Leader
Communication Meeting.  The article is posted on HP's internal web site.

Q4 LESSONS

FIORINA, EC TAKE CANDID LOOK AT THE QUARTER AT SENIOR LEADER COMMUNICATION
MEETING

CEO Carly Fiorina and several members of Hewlett-Packard's Executive Council
(EC) gathered senior leaders November 20 for the second time since the
HP-Compaq merger was announced. Held in Cupertino, California, and satellite
broadcast throughout the Americas and Europe, the two-hour Senior Leader
Communication Meeting provided participants with updates on the regulatory
process associated with the merger, integration planning and culture work.
Also spotlighted were HP's services and printing and imaging strategies in
the context of the merger.

Fiorina set the tone for the meeting by reaffirming the EC and Board's
"undiminished" conviction regarding the merger. She stressed how important it
is for all of HP's senior leaders to support the merger, which means that
they must understand the reasons behind the merger and do everything they can
to help make it work.

During the event, the audience viewed video excerpts from interviews with
Board members Dick Hackborn, Sam Ginn, George Keyworth, Robert Knowling and
Phil Condit. In the videos, the individuals explained why they support the
merger and offered examples of how they think the combination can help HP
strengthen its position and advance the company's strategy.

LOOKING BACK AT Q4

The company's Q4, FY01 results reveal much about the future and what HP must
do to secure that future, Fiorina said.

The quarter proved that HP must -- and can -- get cost structures in line,
she continued.

"The quarter also showed us that we have what it takes to win in really
important areas." Fiorina cited recent



successes with Superdome, professional services and imaging and printing.

Despite the quarter's achievements of which she is "immensely proud," Fiorina
said that it is also clear that HP's PC and industry-standard server business
continue to falter, despite some progress. Customers continue to demand
solutions and exert pressure on prices, she stated.

"The things we hold most dear depend on solid, healthy businesses," she said.
If HP wants to continue to support things such as innovation and community
contribution, the company must have a foundation of thriving businesses
throughout the company. The HP-Compaq merger will help achieve this goal.

UPDATE ON REGULATORY PROCESS

Chief Financial Officer Bob Wayman explained to the audience that HP and
Compaq filed its preliminary registration statement on Form S-4
[on November 15, 2001] with the Securities and Exchange Commission (SEC). The
document, which is available to the public, includes information such as the
background of the merger, rationale, combined financial statements and
retention agreements related to the merger. The registration statement is
subject to SEC review and comment prior to its completion and effectiveness,
following which the proxy statement/prospectus (which is included in the Form
S-4) will be mailed to shareowners.

HP has not completed submitting all the necessary information to the SEC,
European Union and the Federal Trade Commission, Wayman said. In the
meantime, the company continues to talk regularly with the investment
community.

BIGGER IS BETTER

HP Services President Ann Livermore delivered a succinct explanation for how
the HP-Compaq combination accelerates the company's existing services
strategy.



"Customers do care about size," said Livermore, pointing out that the merger
will boost the new HP to the No. 3 services vendor.

Some critics have downplayed the importance of a huge support business, she
said, but "having a big support business is a beautiful thing." Emphasizing
that support provides a "predictable revenue stream," she added that it is
core to customer loyalty and has historically earned double-digit net profit.

The merger will also strengthen HP's capabilities in mission-critical
services, telecommunications and semiconductor solutions and enterprise
integration services. The company will also be able to claim a clear
"multi-technology, multi-vendor position," she noted.

While gaps still remain, Livermore said, HP will address them through organic
growth, targeted acquisition and by pursuing more "big deals."

THINKING LONG-TERM

Fiorina countered suggestions that HP separate its imaging and printing
systems business from the rest of the company.

HP's computing systems business must be healthy and profitable so the company
can continue investing in innovation and its imaging and printing business,
Fiorina told senior leaders. "We also need computing systems to be healthy
because the future of imaging and printing is in networked content," she said.

We have a tremendous opportunity to grow this business not only in LaserJet
and inkjet," added Vyomesh Joshi, Imaging and Printing Systems president,
"but also in digital imaging and commercial printing."

INTEGRATION PLANNING, CULTURE WORK

Webb McKinney, who is leading the integration planning with Compaq's Jeff
Clarke, reviewed his team's guiding philosophies and said that they are
looking at deliverables and goals in terms of four key stakeholder groups:
customers, shareowners, partners and employees.



Saying that he continues to get frequent calls from employees offering to
help with the integration planning, McKinney explained how senior leaders can
best help: "Deliver the business results," he said, "and convey confidence in
the future to your people."

This future, Human Resources Vice President Susan Bowick said, will feature
"one strong new culture" aligned with the company's business strategy. As
part of the "cultural due diligence," interviews and focus groups are being
conducted to analyze both companies' cultures.

"Our intent is to honor the past and build on the past, but secure our future
by consciously designing something that is still meaningful but different
from exactly what HP and Compaq have done," Bowick stated.

Most people care about the same things that HP has always valued such as
contribution, integrity, respect and community, Fiorina added.

"I don't think we should find it surprising that when the people of HP and
Compaq get together to talk about what makes a company special, we come up
with the same stuff," she continued.

"We want to be a company that is known for innovation, for contributing in a
positive way to the community, a company that employees can be proud of, a
company that believes in respect and integrity."

REPEAT PERFORMANCE NEEDED

In closing, Fiorina thanked senior leaders for delivering solid Q4 results.
"You have my undying gratitude," she told the audience, "and now we need to
do it again." Following a successful Q4 with another robust quarter will go a
long way in silencing critics and "naysayers," she emphasized.

HP's CEO asked senior leaders for their continued focus on executing on
business goals, to lend their active support in all their conversations with
their teams and to continue to lead their people.



"It's important that people hear from me but they know where I stand and what
I believe," she said. "Employees want to know where you stand and what you
believe."

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 any projections of earnings, revenues,
synergies, accretion or other financial items; any statements of the plans,
strategies, and objectives of management for future operations, including the
execution of integration and restructuring plans and the anticipated timing
of filings, approvals and closings relating to the Compaq transaction or
other planned acquisitions; any statements concerning proposed new products,
services, developments or industry rankings; any statements regarding future
economic conditions or performance; any statements of belief and any
statements of assumptions underlying any of the foregoing. The risks,
uncertainties and assumptions referred to above include 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 Compaq transaction or other planned
acquisitions and the challenges of achieving anticipated synergies; the
possibility that the Compaq transaction 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 Compaq transaction 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
the annual report on Form 10-K for the year ended Oct. 31, 2000, and
subsequently filed reports. 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 November 15, 2001, HP filed a Registration Statement with the SEC
containing a preliminary joint proxy statement/prospectus regarding the
Merger. Investors and security holders of HP and Compaq are urged to read the
preliminary joint proxy statement/prospectus filed with the SEC on November
15, 2001 and the definitive joint proxy statement/prospectus when it becomes
available 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 will be sent
to the security holders of HP and Compaq seeking their approval of the
proposed transaction. The preliminary joint proxy statement/prospectus filed
with the SEC on November 15, 2001, 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. Investors and security holders are urged to read
the definitive joint proxy statement/prospectus and the other relevant
materials when they become available before making any voting or investment
decision with respect to the Merger.

         HP, Carleton S. Fiorina, HP's Chairman of the Board and Chief
Executive Officer, Robert P. Wayman, HP's Executive Vice President, Finance
and Administration and Chief Financial Officer, and certain of HP's other
executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of HP and Compaq in favor of
the



Merger. The other executive officers and directors of HP who may be
participants in the solicitation of proxies in connection with the Merger
have not been determined as of the date of this filing. A description of the
interests of Ms. Fiorina, Mr. Wayman and HP's other executive officers and
directors in HP is set forth in the proxy statement for HP's 2001 Annual
Meeting of Stockholders, which was filed with the SEC on January 25, 2001.
Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Ms. Fiorina, Mr. Wayman and HP's other
executive officers and directors in the Merger by reading the preliminary
joint proxy statement/prospectus filed with the SEC on November 15, 2001 and
the definitive joint proxy statement/prospectus when it becomes available.

         Compaq and Michael D. Capellas, Compaq's Chairman and Chief
Executive Officer, and certain of Compaq's other executive officers and
directors may be deemed to be participants in the solicitation of proxies
from the stockholders of Compaq and HP in favor of the Merger. The other
executive officers and directors of Compaq who may be participants in the
solicitation of proxies in connection with the Merger have not been
determined as of the date of this filing. A description of the interests of
Mr. Capellas and Compaq's other executive officers and directors in Compaq is
set forth in the proxy statement for Compaq's 2001 Annual Meeting of
Stockholders, which was filed with the SEC on March 12, 2001. Investors and
security holders may obtain more detailed information regarding the direct
and indirect interests of Mr. Capellas and Compaq's other executive officers
and directors in the Merger by reading the preliminary joint proxy
statement/prospectus filed with the SEC on November 15, 2001 and the
definitive joint proxy statement/prospectus when it becomes available.

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