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 a message to HP employees from Robert E. Knowling Jr., a
member of HP's board of directors.  The message is posted on HP's internal
web site.

A PERSONAL NOTE

HP BOARD MEMBER COMMENTS ON THE MERGER IN A MESSAGE TO EMPLOYEES

In an open letter to Hewlett-Packard employees, HP board of directors member
Robert Knowling addresses the recent media frenzy surrounding the merger and
applauds employees for remaining focused.

Knowling, currently in New York City attending a board meeting for another
company, began his message by reflecting on the lasting impression the
tragedies of September 11 have left behind.

"While things seem to be fairly normal now around here, all you have to do is
look out the 52nd floor window as I did yesterday to see firsthand the
aftermath of the tragedy," he noted.

Despite the grim reality visible from the window, Knowling was touched by the
resolve and performance of the employees.

Knowling went on to acknowledge HP employees' laudable efforts to deliver on
business expectations in the face of intense media scrutiny.

"While the media continues to focus on the HP-Compaq deal, the employees of
both of these great companies have the challenge of continuing to focus on
and serve the customer in spite of all the noise and distraction," he said.
"I find myself admiring what you have been able to do in light of all the
publicity and much to my dismay, the negative attention aimed at our
business."

Knowling also remarked that he believes the HP-Compaq combination is a
necessary step to secure HP's future. "Bottom line, we become the '600-pound
gorilla' that has to be reckoned with in size, deep experience, customer
relationships, products and capability," he wrote. "The notion of staying the
current course is a mistake and quite frankly, seals the fate of HP as a
company that certainly will be a mere shadow of itself down the road and I
sincerely believe that is near term. The board is totally committed to the
strategy and this deal."

Reaffirming his confidence in CEO Carly Fiorina's change strategy, Knowling
stated that "her leadership is not a departure from the ideals that the
founders embraced and imbued into the company."

He wrote, "I believe in her. I trust her and I am confident that she will
lead this company to the next level of greatness and she will be the first to
admit when we get there that it was great HP employees who delivered the
performance."

Read KNOWLING'S COMPLETE MESSAGE [below] to employees.

KNOWLING'S LETTER TO HP EMPLOYEES

You don't know me and it's not the purpose of my note. I'm a member of the
Hewlett-Packard Board of Directors. I'm writing this message from New York
City, where I'm attending a board



meeting for another company. The offices for this company are next to what
use to be the World Trade Centers.

When we started our meeting yesterday, the board was introduced to the
executive in charge of this regional office who gave us some perspective on
the September 11 tragedy. Obviously, the account from his perspective was
traumatic. The office has had grief counselors in for months and while things
seem to be fairly normal now around here, all you have to do is look out the
52nd floor window as I did yesterday to see first hand the aftermath of the
tragedy.

These employees are never removed from the grim reality of what happened here
yet they have found a way to put what is going on outside the window in the
back of their minds in order to focus on the customer. How they are able to
do this is a mystery to me. But I'm touched by their resolve and their
performance. This New York operation is the No. 1 profit center for this
firm.

Strangely enough, as I looked upon the rubble and saw the clean-up and
salvage efforts, I couldn't help but think about the sheer number of people
who have so much work to do here. The nation, however, gets to take some
leave from all the news and coverage that hit us in the face every day for
weeks and weeks.

I don't suggest for a moment that we've forgotten what has happened. In fact,
being here has given me vivid portraits of the absolute horror of it all.
This trip has been very sobering.

REMAINING FOCUSED

This brings me to why I wanted to write a quick note to you, the employees of
HP. I've been reflecting on the fact that HP has been in the news every day
for weeks and months on end. Our situation at HP doesn't even register on the
radar screen compared to what's going on here in New York - outside this
office building window. But, on a different level and scale, I do see a
parallel in the notion that while the media continues to focus on the
HP-Compaq deal, the employees of both of these great companies have the
challenge of continuing to focus on and serve the customer in spite of all
the noise and distraction.

As much as we would love to take a back seat to other news, we seem to be the
focus far too often. Yet, lost in the noise is the effect all this press has
on our employees. Regardless of what happens down the road, by and large most
of your jobs will be the same after the purchase of Compaq or they'll remain
the same without the consummation of the deal. You will be required to
continue to carry a quota, to continue to invent, to continue to develop
products, to continue to improve and enhance products, to continue to
supervise people, to continue to administer benefit plans, to continue to
support operations, to continue to solve customer problems, to continue to
provide business solutions, and so on. And while this isn't a revelation, I
find myself admiring what you have been able to do in light of all the
publicity and much to my dismay, the negative attention aimed at our
business.

In these tough economic times, HP people haven't been distracted to the point
that the business suffers. In fact, the recent quarter was delivered above
expectations. Carly has been very vocal with the board about the resolve and
commitment that she has seen from employees.

A NOTE OF THANKS

So, while the news and attention continues, I would like to pause and offer
my thank you to each and every one of you for driving business performance.
I'd like to thank you for staying the course and serving the customer.

I will not insult you by saying that I understand how you feel about things.
It's like understanding the difference between expressions of sympathy or
empathy when someone is going through the



loss of a loved one. Until I lost my Dad, I never really knew the difference
between the two but, now that I've been through the loss of a parent, I
understand. And therefore I'm perhaps more helpful and considerate to those
who are going through it for the first time.

HIGHLIGHTING ADVANTAGES

On a final note, let me offer this about the business and your leader. While
I've only been on the board a short period of time--just short of two
years--I'm convinced that the Compaq deal is vital to the future success of
HP.

The two entities combined enable us to build muscle tissue that absolutely
will allow us to compete with IBM in the enterprise space with a rich array
of services and products. We'll be able to leverage the respective
infrastructures of HP and Compaq to truly develop and launch the kind of
efficient direct model for the PC business that has to be done regardless of
the deal. In doing so, we can now really compete against Dell.

This combination grants us even more opportunity for our industry leading
printing and imaging business. Bottom line, we become the "600-pound gorilla"
that has to be reckoned with in size, deep experience, customer
relationships, products and capability.

The notion of staying the current course is a mistake and, quite frankly,
seals the fate of HP as a company that certainly will be a mere shadow of
itself down the road and I sincerely believe that is near term. The board is
totally committed to the strategy and this deal.

A PERSONAL NOTE

For what it is worth, I've known your CEO for years. It pains me to see the
negative publicity but this comes with the territory of being the CEO.

Through it all, I've not once seen her whine about how she is being treated
and she's never shown me anything but grit and determination to win. She is
her own worst critic and she doesn't duck the hard issues or questions.

I believe in her. I trust her and I am confident that she will lead this
company to the next level of greatness and she will be the first to admit
when we get there that it was great HP employees who delivered the
performance. A leader must chart the course, make the tough decisions, enable
the organization, applaud the effort, reward the performance and solely take
the consequences for failure.

Fellow HP board members Dick Hackborn and Jay Keyworth have given me
firsthand accounts of life with Dave Packard and Bill Hewlett. It is a
privilege to serve as a board member with them. Having said that, I'm
convinced we have the best leader in this nation at the helm. Her leadership
is not a departure from the ideals that the founders embraced and imbued into
the company.

GREAT PRODUCTS

Thank you for allowing me to intrude in your day. I wish each of you a joyous
holiday season.

By the way, during my board meeting in New York yesterday, I noticed a couple
of the members using Blackberry's, and they were not shy about using. I'd
been taking notes on my new HP Jornada and when someone finally asked me late
yesterday about the appliance, it felt good to show off my new great HP
product.

Last year the four Knowling kids got HP laptops. This year it's the 715
digital camera. Go HP!

-Bob Knowling



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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