Filed by Hewlett-Packard Company Pursuant to Rule 425
                                                Under the Securities Act of 1933
                                         And Deemed Filed Pursuant to Rule 14a-6
                                       Under the Securities Exchange Act of 1934
                                   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.

On February 26, 2002, HP issued the following press release.



                     [LETTERHEAD OF HEWLETT-PACKARD COMPANY]

                                                                [HP INVENT LOGO]


Editorial Contacts:

Judy Radlinsky, HP
+1 650 857 5034
judy_radlinsky@hp.com

Rebeca Robboy, HP
+1 650 857 2064
rebeca_robboy@hp.com


                     HP ISSUES STATEMENT ON WALTER HEWLETT'S
                               COMPENSATION CLAIMS

PALO ALTO, Calif., Feb. 26, 2002 -- Hewlett-Packard Company (NYSE:HWP) today
issued the following statement:

We agree that shareowners have every right to know compensation information, but
we cannot disclose what has not been decided. No new employment contracts exist.

As previously disclosed, after the merger is closed, the Board of Directors will
determine whether there will be employment agreements with executives of the new
HP, and if so, what the terms of those agreements would be.

As Walter Hewlett well knows and fully agreed to as a member of HP's
compensation committee, there are no agreements or understandings regarding the
terms of future executive employment agreements. Early discussions around
executive compensation for certain executive officers of both HP and Compaq were
aborted and do not constitute minimum or benchmark terms for future agreements,
if any. The Board will review new market data following the merger and input
from independent compensation consultants with the goal of best aligning
management incentives with shareowner interests.

It is bizarre that Walter Hewlett is disseminating misinformation about
non-existent employment terms for HP and Compaq senior executives -- while at
the same time, as a director, he actively supported the Board's conclusion that
more research and analysis is necessary before HP can even begin to formulate
appropriate market-based executive compensation proposals.



Simply stated, Walter Hewlett is again attempting to mislead investors -- but
worse than his usual flip-flop, it is plainly deceptive. As a director, he
willingly supported the Board's decision to delay development of the employment
contracts until after the merger's close.

For Walter Hewlett to disseminate this type of misinformation just three weeks
before the merger vote is another example of his recent "do anything say
anything to win" strategy. It is unfortunate that he is willing to blatantly
breach his fiduciary duties as a HP director by misstating Board discussions and
fabricating information solely in an effort to gain votes.

ABOUT HP

Hewlett-Packard Company -- a leading global provider of computing and imaging
solutions and services -- is focused on making technology and its benefits
accessible to all. HP had total revenue of $45.2 billion in its 2001 fiscal
year. Information about HP and its products can be found on the World Wide Web
at http://www.hp.com.

                                      # # #

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
profitability, 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 Merger 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 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. 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.