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 is an article discussing the Merger. The article is posted on
HP's internal web site.

SENIOR LEADERS UPDATED

THE COMPANY'S TOP MANAGERS GATHER DECEMBER 13 IN CUPERTINO, CALIFORNIA, TO
DISCUSS MERGER NEWS AND TO SHARE QUESTIONS AND SUGGESTIONS ABOUT MOVING
FORWARD.

About 100 of Hewlett-Packard's senior leaders met December 13 in Cupertino,
California, for a merger update and the chance to share questions and
concerns related to recent merger-related events that have been covered
extensively in media reports.  Another 75 or so leaders joined the
conversation by phone.

In response to feedback from the November 20 Senior Leader Communication
meeting, the majority of the one-and-a-half hour session was devoted to
questions and comments from the audience. Leaders had also indicated, CEO
Carly Fiorina said, that they wanted to meet once a month to keep apprised of
the status and developments related to the merger.

All members of the Executive Council attended the meeting, with Carly and
Computing Systems President Duane Zitzner delivering brief introductions
before the Q&A session.

HP's leader began by putting recent events -- Hewlett-Packard Board Member
Dick Hackborn's resignation from the Hewlett Foundation's board, and the
Packard Foundation's preliminary decision to vote against the merger -- into
context for leaders.

Carly said that she respected the Hewlett and Packard families' and
foundations' interests, but was "disappointed and sad" about their decisions
regarding the merger.

"Ultimately, it is our [HP board and management team] responsibility to build
healthy, sustainable businesses," she stated.  "That is the best way to
protect jobs, it is the best way to serve customers and it is certainly the
best way to serve the majority of our shareowners."

"We are absolutely convinced that while this company always has options," she
continued, "we have chosen the best one."

Carly reaffirmed that the HP-Compaq merger accelerates HP's strategy, which
remains unchanged.  "Acquisitions are tactics, not strategy," she reminded
the audience.  "Now



this is a big hummer tactic, but it's a tactic.  It's a tactic based on the
strategy we are pursuing, which we continue to reconfirm over and over again
based on market requirements, customer requirements and where the industry is
heading.

A HISTORY OF CHANGE

During the Q&A session, Larry Tomlinson, a 35-year HP veteran, reflected on
the significant shifts the company has undergone over the years, adding that
people sometimes overlook HP's history of radical change.

In response, Chief Financial Officer Bob Wayman encouraged senior leaders to
spend time communicating with employees to help them put the enormous change
associated with the merger into broader context.  Media coverage and the
short-term stock price, he said, amplify people's trepidation about the
change.

Bill McGlynn, vice president and general manager, Digital Publishing
Solutions, talked about the immense growth opportunities digital publishing
offers HP.  Calling the business a "portal into a lot of opportunity inside
corporations, enterprises and big organizations," Bill shared how HP is
working with Virgin Megastores to transform music and video content.

Another senior leader praised the communications the company has issued to
describe the strategic advantages of the merger.  His employees' concerns, he
said, center on how the selection process for jobs will be implemented,
rather than on strategic rationale.

Human Resources Vice President Susan Bowick responded by sharing some of the
"urban legends" circulating around the company's Workforce Reduction Program.
Reminding senior leaders that criteria included performance, skills and by
reducing investment in certain businesses, Susan said that the Executive
Council's goal was to implement a difficult business decision with as much
dignity, respect and openness as possible. The company is approaching the
Compaq integration in the same way, she added.



Other questions from senior leaders touched on execution, the mood at Compaq
and the regulatory process associated with the merger.

In closing, Carly thanked senior leaders for their suggestions and said the
Executive Council would "take action" on them.  Leaders should continue to
"look [their] people in the eye" and talk about the merger in their own way,
she emphasized.

Execution on the integration, on HP's strategy and on the quarter, she
reminded the audience, is everything.  "To the extent we execute well, we
have more and more options in front of us," she said.  "It's always true and
it has never been truer than now."

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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