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.

The following article relating to the Merger appeared in the February 6, 2002
edition of The Wall Street Journal. Dow Jones & Company, Inc. has expressly
consented to the filing of this article with the Securities and Exchange
Commission in connection with the Merger, the posting on HP's internal web site
of a hyperlink to the text of the article, and the posting on HP's external web
sites, www.hp.com and www.VotetheHPway.com, of a hyperlink to the text of the
article.


THE WALL STREET JOURNAL
BUSINESS WORLD:  A "YES" FOR NOSEHOLDING SHAREHOLDERS
By HOLMAN W. JENKINS, JR.
02/06/2002
The Wall Street Journal
Page A19
(C) 2002, Dow Jones & Company, Inc.

It's a good time to be against anything CEOs with "vision" are in favor of,
given the skepticism of the markets since Enron turned out to be a
hallucination. Funny thing, then, that a merger that has been the hardest sell
in memory, one that most thought was toast, looks more likely with each passing
day.

That's Hewlett Packard and Compaq, dumped on by the market since it was
announced last September, lobbied against by the founding Hewlett and Packard
families. It still faces a tight squeeze in a shareholder vote next month, since
a big chunk of patrimonial stock (18% of H-P's outstanding shares) has already
declared against the deal. Unusual for such situations, much may depend on the
25% of shares owned by retail investors, who seldom bother to vote.

They won't get much help. Nobody outside the firms themselves seems to offer
much conviction on whether consolidation is the best way of coping with the sad
circumstances of the PC industry today. On whether Compaq or H-P is more doomed
without the deal, analysts come to wildly opposing conclusions. A vocal one or
two believe nothing can save either.

No wonder, after weeks of listening to Walter Hewlett, son of the founder,
philanthropist and dissenting H-P board member, that suddenly CEOs Carly Fiorina
and Michael Capellas are beginning to sound like the only realistic game in
town. Though his fears are cogent, Mr. Hewlett is finding that his writ runs
only so far with the media and investors if he isn't prepared to take over the
job of running the firm according to his own roadmap.

Yet as proxy fights go, this has been a relatively civil affair. The usual
innuendoes about one side or the other conducting illicit liaisons with
parakeets have been absent.

True, H-P has been hinting the scion Mr. Hewlett really should resign his seat
now that he has come out against a merger he voted for as a board member, even
going so far as to lobby other big shareholders to vote no.

For his part, Mr. Hewlett has begun to whine a little. He first insisted he
voted for the deal to make sure H-P got a good price for Compaq, figuring he
could vote against it later as a shareholder. Lately, though, he has begun to
claim he was misled into his seeming inconsistency. He should have settled for
the credit he would have deserved for wearing two hats well, as board member of
H-P and head of a foundation whose interests are not synonymous with those of
other shareholders.





Meanwhile, Ms. Fiorina has raised doubts about his business acumen. "Walter
Hewlett is a good man . . . [But] we believe comparative business experience is
germane." (Hint, hint: He's a dilettante).

In turn, Mr. Hewlett insinuated that Ms. Fiorina and other senior managers are
mainly interested in a big payday for pushing the merger through. (Hint, hint:
She's a grabby corporate fatcat).

Yet all this is magisterially beside the point. The pinion of the controversy
was stated clearly enough by Richard Schlosberg III, head of the Packard
Foundation, which has also opposed the merger: "Our particular risk profile may
not be the same as other shareholders."

It all comes down to a question of temperament and taste: Do you like your risk
served hot or cold? Both foundations would be the horror of any decent financial
planner, since their assets are heavily concentrated in H-P stock. But the
computer industry is changing. Are companies going to get ahead of change and
possibly make fools of themselves? Or hold back and blame circumstances for any
bad outcome? That latter option is more tempting for a highly visible foundation
head than an invisible shareholder who knows nobody is going to come hunting his
scalp if the merger turns out badly.

Nor has Mr. Hewlett hit upon a novel theme when he says big mergers frequently
produce disappointing results. His filings with the SEC consist mostly of
slickly comparing the overpromising that preceded previous mergers with charts
of their dismal share prices afterwards. Alas, this proves far less than Mr.
Hewlett thinks.

Everybody knows mergers are brutal. Nobody would undertake one if a better idea
were handy, so even proposing a complicated merger already implies a worried
outlook on the future. A point that Compaq's Michael Capellas keeps coming back
to is: "If not this, then what?"

Mr. Hewlett also says technology companies survive by innovating rapidly, which
they can't do when drowning in the organizational chaos of a merger. True -- two
years ago. Now both consumers and business seem less enamored of the latest chip
and the newest operating systems. Everything has slowed down as people seek real
value that they weren't necessarily finding in the relentless upgrade cycle and
perpetual foot race to the next big thing. The reasons are many, but we are
inclined to blame the folks who killed Napster. The defunct music-thieving
service was a big driver of demand for fancier PCs and consumer broadband, not
to mention a force for making Hollywood et al move faster than they are now
moving in bringing digital entertainment online.

If this is maturity, it has come to customers as well as to the computer
industry that serves them. People want stuff that not only is proven to work
technically but also proven to work economically. IBM is thriving in such an
environment despite its lumbering size and lack of pizzazz. Indeed, H-P and
Compaq had already independently decided that the future lay with emulating Big
Blue, then further decided it would be better if they didn't have to fight each
other in the process.



Both companies, naturally, say they're beavering away on strategies that will be
successful whether the merger succeeds or not, but H-P in particular will be in
for a period of chaos if the merger is defeated. Ms. Fiorina would likely be a
goner. And without a means to get bigger quickly, H-P's alternative would be to
get smaller, leaning more heavily on its successful printer business (whose
profits actually come largely from ink refills). That might seem safer in the
short run but would likely prove riskier in the long run.

Mr. Hewlett is a man without a plan. Nonrelatives of Walter would be living la
vida loca to vote against the only idea on the table. Worse, retail investors
can't even enjoy the privilege of passivity, since they'll now have to get off
their duffs and send in their proxies to save Hewlett-Packard from the Hewletts
and Packards. And whatever happens, we'll never know if the road not taken might
have been even worse.

                                    * * * * *



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 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.

                                    * * * * *