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.

On March 19, 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 BELIEVES SHAREOWNERS HAVE APPROVED MERGER WITH COMPAQ

PALO ALTO, Calif., March 19, 2002 -- The board of directors of Hewlett-Packard
Company (NYSE:HWP) today announced that based on a preliminary estimate of
shareowner proxies by its proxy solicitor, it believes it has received
sufficient votes to approve HP's merger with Compaq Computer Corporation
(NYSE:CPQ). The company acknowledged, however, that this is not an official
vote.

Official certification of the voting results by the independent inspectors of
election, IVS Associates, is expected in the next few weeks, at which time the
certified results will be announced promptly.

"We are gratified that HP shareowners recognize the compelling strategic and
economic benefits of the merger and that a decisive majority of shares not
affiliated with the Hewlett and Packard families and foundations appear to have
been voted in favor of this transaction," said Carly Fiorina, HP chairman and
chief executive officer. "This board remains committed to building sustainable
shareowner value. We believe that with this endorsement from our shareowners, HP
has an historic opportunity to lead in a rapidly evolving industry and build
upon our proud history of innovation and invention.

"We are thankful for the support we've received from our shareowners, employees
and customers during this difficult proxy fight. The intense debate throughout
this contest has raised important issues and prepared us even more fully for the
integration and marketplace challenges that lie ahead. It's now time for all of
us -- those who supported the merger and those who opposed it -- to pull
together for the benefit of the company.




"We look forward to Compaq's shareowner vote tomorrow and the official
certification, and we expect to complete the merger soon after the vote is
certified -- allowing us to quickly begin execution of the comprehensive
integration plans we have been preparing for many months. Today's vote is the
beginning of the process of building an even greater HP. We have much work to
do, but we are energized and confident as we move to capitalize on the potential
of this combination."

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 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.