Filed by Compaq Computer Corporation 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.: 1-09026

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 Exchange Commission as an
exhibit to the Current Report on Form 8-K, as amended, filed by Compaq on
September 4, 2001, and is incorporated by reference into this filing.

On February 5, 2002, Compaq posted the following press release to compaq.com:

Contact(s):  Arch Currid
             Compaq Computer Corporation
             281.514-0484
             arch.currid@compaq.com

COMPAQ SETS MARCH 20 FOR SPECIAL MEETING OF SHAREHOLDERS TO VOTE ON PROPOSED HP
MERGER

HOUSTON, Feb. 5, 2002 - Compaq Computer Corporation (NYSE: CPQ) today announced
that a special meeting of shareholders will be held on March 20, 2002, to vote
on the proposed merger with Hewlett-Packard Company. Compaq shareholders at the
close of business on Jan. 28, 2002, will be eligible to vote by proxy or at the
meeting.

     A joint proxy statement/prospectus will be mailed to Compaq shareholders on
or about February 6, 2002, in connection with the March 20 special meeting.

     The Compaq special meeting of shareholders will be held at 2 p.m. CST on
Wednesday, March 20 at the Wyndham Greenspoint Hotel, Raphael Ballroom, 12400
Greenspoint Drive, Houston, Texas 77060.

COMPANY BACKGROUND Founded in 1982, Compaq Computer Corporation is a leading
global provider of information technology products, services and solutions for
enterprise customers. Compaq designs, develops, manufactures and markets
information technology equipment, software, services and solutions, including
industry-leading enterprise storage and computing solutions, fault-tolerant
business-critical solutions, communication products, personal desktop and
notebook computers, and personal entertainment and Internet access devices that
are sold in more than 200 countries directly and through a network of authorized
Compaq marketing partners. Information on Compaq and its products and services
is available at www.compaq.com.



FORWARD LOOKING STATEMENT

This document contains forward-looking statements that involve risks,
uncertainties and assumptions. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements.
Risks, uncertainties and assumptions include the possibility that the
Hewlett-Packard/Compaq merger does not close or that the companies may be
required to modify aspects of the transaction to achieve regulatory approval or
that prior to the closing of the proposed merger, the businesses of the
companies suffer due to uncertainty; the market for the sale of certain products
and services may not develop as expected; that development of these products and
services may not proceed as planned; that Compaq and Hewlett-Packard are unable
to transition customers, successfully execute their integration strategies, or
achieve planned synergies; other risks that are described from time to time in
Compaq and Hewlett-Packard's Securities and Exchange Commission reports
(including but not limited to Compaq's annual report on Form 10-K for the year
ended December 31, 2001, HP's annual report on Form 10-K, as amended on January
30, 2002, for the fiscal year ended October 31, 2001, and subsequently filed
reports). If any of these risks or uncertainties materializes or any of these
assumptions proves incorrect, Compaq's results could differ materially from
Compaq's expectations in these statements. Compaq 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 will be sent to the security holders
of HP and Compaq on or about February 6, 2002 seeking their approval of the
proposed transaction. 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 shareowners 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 HP's annual report
on Form 10-K, as amended on January 30, 2002, for the fiscal year ended October
31, 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 definitive
joint proxy statement/prospectus filed with the SEC on February 5, 2002.

Pursuant to an engagement letter dated July 25, 2001, HP retained Goldman, Sachs
& Co. ("Goldman Sachs") to act as its financial advisor in connection with the
Merger. In connection with the engagement of Goldman Sachs as financial advisor,
HP anticipates that employees of Goldman Sachs may communicate in person, by
telephone or otherwise with certain institutions, brokers or other persons who
are shareowners for the purpose of assisting in the solicitation of proxies in
favor of the Merger. Although Goldman Sachs does not admit that it or any of its
directors, officers, employees or affiliates is a "participant," as defined in
Schedule 14A under the Securities and Exchange Act of 1934, as amended, or that
Schedule 14A requires the disclosure of certain information concerning them in
connection with the Merger, Gene Sykes (Managing Director), Matthew L'Heureux
(Managing Director), George Lee (Vice President) and Jean Manas (Vice
President), in each case of Goldman Sachs, may assist HP in the solicitation of
proxies in favor of the Merger.





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 shareowners 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 Compaq's annual report on Form 10-K for the
year ended December 31, 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
definitive joint proxy statement/prospectus filed with the SEC on February 5,
2002.