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 is a transcript of a presentation by Ann Livermore, HP's
President, HP Services, at a February 27, 2002 security analyst meeting. The
video and the transcript of Ms. Livermore's presentation are posted on HP's
external web sites, www.VotetheHPway.com and www.hp.com. The slides used in
connection with Ms. Livermore's presentation were filed by HP with the
Securities and Exchange Commission on February 27, 2002 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.


ANN LIVERMORE:

Good morning. I have three objectives today. The first is to review with you the
recent performance of our services business, and I'll highlight the most recent
first quarter as well as the two quarters prior to that and really demonstrate
to you that the services organization is executing well compared to the market
and compared to our business plan.

The second thing I'll do is to describe for you the strategic rationale for what
the merger does for us in our services business and how it accelerates the
implementation of our strategy. And then after that I'll review with you our
integration planning so you can get a sense of the work that's already done and
how ready we are for the task that's in front of us.

The services business over the last three quarters has executed very well,
particularly what's going on in the marketplace and with the media distractions
that the HP employees have had to put up with. If you look at our performance
both in terms of the top line and the bottom line, both are very solid. On top
of that we've also had really good growth relative to the market, and I'll show
you some data here.

We're also doing a good job winning bigger, more comprehensive deals. And this
is one of the things that all of you know is the characteristic of a strong
services organization. We've also made a lot of progress managing our cost
structure.

So let's move directly now to the numbers. If you look at the numbers, this
shows our Q3, Q4, and our most recent quarter. And this is in local currency
because most of our competitors report their results in services from a revenue
perspective in terms of local currency.

If you look at the top line, great results three quarters in a row in our
outsourcing business. We stated to you last spring that this was our primary
area of focus from a growth perspective, and if you look at our growth here it's
in the high 20s, 32 percent the last quarter, and that's compared to a market
growth rate of around ten to 12 percent.



Our customer support business -- a great business model for us, a very
profitable business for us -- also growing very well compared to the market
where hardware support is growing at about two percent in the market and about
five percent around the operating system, middleware, software areas. And so
great performance here as well compared to the market.

Then we look at the last line, the consulting line, which has clearly been
impacted by the slowdown in new IT projects as well as consulting being a more
discretionary expense. We saw back in February our order rates began to decline,
about the same time it started showing up in product purchases for most
companies. We worked through the backlog we had, and so you can see the very
dramatic shift between our third quarter running at nine percent, then the
negative eight to nine percent rate over the last two quarters.

We also were impacted here because 40 percent of our business in the consulting
and systems integration market is in the telecommunications market, which of
course, as many of you know, was one of the hardest hit customer segments.
Overall really strong growth from a local currency perspective across the
quarters.

Then on the bottom line looking at the operating profits; substantial
improvement quarter to quarter to quarter ending up with our most recent quarter
at 13.1 percent, and if you look at that year-over-year, that's a 31 percent
increase in our operating profit. So at the same time we were having a dramatic
impact, particularly on our consulting business, great growth in the other two
segments. We did a really nice job managing our cost structure, our expense
structure, and our resources.

Now I'd like to give you a little bit of a snapshot of each of these lines of
business so that you can have a bit more color about what's going on.

Our outsourcing business. Clearly great top line growth driven by our ability to
win larger, more comprehensive deals that have a lot of stuff other than just HP
technology in the customer's environment. We're also expanding our current
contracts that we've won, and this is a really important factor to the success
of an outsourcing business -- winning a contract, renewing it, but also
expanding it. And then finally we're continuing to make cost structure
improvements here because of the scale that we're building.

To highlight for you two deals that we've won over the past few months, one is
with Nokia. Nokia decided, based on the great work we've done supporting their
mission critical SAP environment, that they would choose to outsource to HP
4,000 of their servers -- NT servers that are not HP servers -- seven of their
operation centers around the world (China, Singapore, Texas, Finland, other
European locations), 340 of their employees, and that we would take over the
entire management of this infrastructure that runs their Lotus Notes
applications and also their Microsoft Exchange for 60,000 end-users around the
world. We won this deal over IBM and the other big guys in the outsourcing
business. Real significant win, going well, and they've already expanded the
contract. So really good win for HP with a marquis account.



Another great example is PeopleSoft, which we just announced back in February.
PeopleSoft, as all of you may know, has a very successful eCenter. Their eCenter
is how they deliver their software over the Net to customers. So when customers
want to buy PeopleSoft software as a service instead of as a software
application, it's delivered through their eCenter. They decided it wasn't their
business to run a mission critical IT infrastructure and chose to partner with
HP. We've taken over the processes, the people, the technology associated with
this eCenter, and now we're helping them to take it out on a global basis.
Another deal that we were chosen over IBM.

Shift gears now and talk about our support business. You all know we love our
customer support business. It really delivers great profit performance for us as
well as strong local currency growth. We're seeing the biggest demand around our
mission critical capabilities, our storage services, also our network services.
And we're investing in capabilities in all these areas to be able to help
customers address the broader environment, and with the storage opportunities --
not just our own stuff but multi-vendor attach skills if they attach it with
other storage devices or with other servers.

We've also been very focused on renewing every contract. It's a business basic,
but in today's market having customers renew their contracts is a really big
deal because in every single area they're looking for cost reductions. So this
continues to be a very strong, very important foundation for us for growing our
overall services business.

Next area is the consulting market. I already spoke about what's happening here,
and all of you understand the downturn, the tightening of spending in this area.
And we've talked already about the growth and the impact we've had there.

An important sign for us is we saw our incoming order rate in the first quarter
significantly improve from the fourth quarter. Now we're not ready to call that
a trend or to say that this segment has recovered because of the very impact
September and October order rates had. They were very, very low for us. So we
saw a good Q1 compared to Q4, but funny things happening in Q4. Feel good about
our order rates here, but as I said not ready yet to say this is a change in the
trend in this segment in this marketplace.

We've done a really great job of resource management, and in particularly taking
a lot of the skills we developed around the telecommunications market and
applying it now to financial services, in other areas where they worry about
integrated service management, customer relationship management (CRM), Internet
data centers, and the kinds of things our telco customers would normally be
purchasing if they were spending more money.

You also know that, in this segment, that we have decided to take a partnering
strategy very aggressively with the leading systems integrators. And so instead
of acquiring or building skills in all the application and business process
areas, we've decided instead that we're going to aggressively partner with the
systems integrators like Accenture, like



KPMG, like PwC. This is working very, very well for us, and also has helped us
with our overall resource management given the significant decline in this
market segment.

So if you compare how we're doing to our competitors and stack it up -- we
decided here to use the dollar growth rate just to be able to have in your minds
a more exact comparison, and not to pick just one quarter where we were better
than everybody else, but we looked at three quarters in dollars and first looked
at outsourcing since this is a segment we care so much about. And you can see
our growth rate ten to 13 percent above EDS and CSC. IBM does not break their
outsourcing out separately, and as all of you probably looked at, their combined
professional services, mostly outsourcing, also some consulting, over this same
period was five percent. So we feel really good about our growth relative to the
market.

And then if you look at customer support, which we intensely focus on, we've got
a nine point advantage over IBM's growth rates there.

Then at the bottom when you look at the total, it's a significant difference
compared to IBM since they have more of their business in the higher growth
segments. And the other interesting point there to note is how well Compaq's
doing. So part of what we're excited about in the services business is taking
two companies performing well in a tough market and bringing them together.

So this is why we think combining with Compaq from a services perspective is a
really good thing for our business. There are five reasons we've outlined, and
I'm going to talk about each of these in a lot of detail: Size does matter.
Scale does have advantages. Our mission critical capabilities we believe will be
unparalleled. Our multi-technology capability so we can address everything in
the customer's environment will be very, very strong. On top of that, the skills
we have in systems integration and from an industry perspective are very
complementary. And then finally we believe having a big support business is a
really good thing.

Before diving into each of these, I wanted to make another point which is,
having a really strong robust enterprise business helps us in the services
business as well. And as you know there's a tight correlation between being able
to continue over the long term to grow our support business with the strength
and help of our product businesses.

We also get tremendous advantage in terms of our technical capabilities being
tightly linked to [a] leading R&D organization. Customers today, as you've heard
and seen over and over again, want solutions that combine services and products.
And on top of that, having really strong offerings in our server and storage
markets help us sell more architecture consulting around those areas. Not that
we only will build HP stuff into our architectures, but we're looked to as
leading because of our leadership from a product perspective; it helps us with
our consulting and integration activities.



And then finally you'll hear from VJ [Vyomesh Joshi] some phenomenal
opportunities we have from a services perspective working with his team bringing
new printing and imaging solutions into the enterprise.

So let's dive into each of the five areas that are really critical to us from a
strategic rationale for the merger. First of all why is bigger better? It's
better from a customer's perspective because big deals require a lot of capacity
in every country in the world, and this will double our capabilities in 160
countries around the world; that matters to customers. Whether it's a local
customer or a multi-national global deal that we need to be able to deliver.
It's important to customers. It doubles everything we have. It doubles our
outsourcing business where we want scale. It doubles our consulting business
where we want more resource, and it doubles our support business which has a
beautiful business model.

It leads us from being number seven or eight in the marketplace up to number
three, and that's a substantial difference in customers' minds because we will
get invited to the table for more opportunities just because we're a bigger,
more significant player.

And very importantly, a services business is all about people. We'll have in the
services business somewhere between 40 and 45 percent of all the employees
inside HP. And the employees inside Compaq and inside HP today in the services
organizations are excited about this opportunity because they get to work for a
services company that'll be number three, not number seven or eight. And they
understand what that means in terms of the additional opportunities we'll have
to win even bigger contracts particularly with large customers.

So overall, bigger is better both from an employee perspective, a customers'
perspective, and a business model perspective.

Second point has to do with mission critical capabilities. We'll have a very
powerful lineup of computing solutions ranging across all the leading current
technologies, UNIX, NT, Linux. The Himalaya nonstop computing solutions are a
critical, critical part of our mission critical capabilities, and then the open
VMS-installed base is quite important to us as well. You add to that the storage
capabilities, the management software capabilities, it gives us a robust
technology lineup.

But then on top of that, we'll be the services partner of choice for many of the
ISVs and systems integrators who are also dealing with mission critical
solutions. We'll be the number one partner for Microsoft as they're deploying
Microsoft Exchange, the circulatory system for most corporations, or SAP, or
Oracle -- all the mission critical solutions there -- as well our teaming with
Accenture, with KPMG, with PwC, we believe we'll be the top partner of choice
for them.

And in addition to that we've created methodologies, tools, technologies that
help us to do a great job with the design, the integration, the migration, the
running, and the evolving of these infrastructures. So I wanted to read to you
just one quote that had



been made by a man named Eric Rocco. He's one of the lead analysts at Gartner
Group who looks at services. And what he said was, "The combined high
availability services prowess between both companies will be unparalleled." And
that's a pretty powerful thing for somebody from Gartner to say about our
combined services organization.

Next point is around our multi-technology capabilities. One of the biggest
problems that CIOs have today is how do they take new stuff and integrate it
into their current environment. And to be able to do that you have to be deep on
the new technologies as well as all the current technologies. You've heard me
mention the areas where we'll have expertise across everything up to the
application level. In our new combined organization we'll have 18,000 experts on
UNIX, 28,000 experts on NT, 5,000 certified Cisco engineers. We will just have a
tremendous multi-technology capability. And then again have SI partnerships to
help us at the application level.

On top of that, it solves a big customer problem because we'll be
well-positioned to help them take the complexity out of managing and dealing
with a heterogeneous environment. This will be a leading capability of the new
Hewlett-Packard services organization.

Next point is around our complementary vertical focus. As you've heard us say
before, Hewlett-Packard [is] very strong in systems integration and consulting
around telco markets and manufacturing. In the telecommunications market, we
have deep expertise around integrated service management, around billing, around
building out Internet Data Centers (IDCs), around CRM solutions, extended
manufacturing. We're well known for our design collaboration over the Net,
moving supply chains to the Net. Add to that the depth Compaq also has in telco,
very strong capabilities in government, and in some segments of financial
services, based on what they've built around their Himalaya technology, is a
very complementary set of vertical expertise. Our systems integration consulting
capability will be between 3 1/2 billion, 4 billion dollar business. That's
pretty big. And most important we'll be very, very strong at being able to do
architectures and integrations for large corporations across the whole
enterprise.

Now finally is the support business. It's a stretch to call the support business
a sexy business, but it is a beautiful business. And the reason it's a beautiful
business is because there's an annuity revenue stream that is very predictable
and that is constant if you do a great job delivering service levels. It
delivers to us double digit net profit, not just double digit operating profits,
and it also provides between 60 and 70 percent of the touch points we have with
our customers. So it has an incredible impact on the experience that our
customers have with HP.

It also gives us the entree to sell other higher level services and clearly sell
more products. And on top of that many people think of support as something
breaks and you go fix it. Our portfolio here is much richer. Going from
individual product support all the way through environmental support for mission
critical applications. So we're very pleased here. And another quote from one of
the analysts associated with the



support business, this comes from Tom Kucharvy at the Summit Group, "In support
services they're really strong especially on the Microsoft side. They will be a
powerhouse there." So this is going to be another important part of our
activities.

So this is all the reasons why this is such a great thing for the services
business.

How we're going to manage the integration. We've taken some of the top
executives from both companies in services, Pat Cavaney from Hewlett-Packard,
Jay Connor from the Compaq side, Peter Mercury, who's been leading the services
organization at Compaq, is very involved. He was originally from Digital and
involved in all the things and learned what went well, what didn't go well with
that integration activity.

And we have taken a holistic approach to building a new business. We've
developed a detailed business strategy which we'll share with you after the deal
is approved. We've put in place the structure, the operating model, the
processes. We've done specific work around the people and the culture and also
around the metrics. And this is something that I personally am involved with
every week from a review perspective. We've got 50 or 60 people who are the best
people from our two organizations working on this.

As we look at it, we laid out four goals for ourselves that are very much
everyday on the minds of the integration team. The first thing is that we have
to keep our focus on our customers. And we have to be great at meeting our
commitments during and after the merger as well as we've done before. And this
is the thing that HP is most famous for in our services business. Customers will
say, you always meet your commitments. So this is our number one priority.
Whatever we do with the merger, whatever we're doing with the integration
activities, we will meet every customer commitment we have.

The second one is around keeping our growth momentum, and you certainly noticed
in all of the comments Bob made there wasn't anything about losing revenue in
this business. We have to keep our growth momentum and our goal was to try to
accelerate it.

We also have our employees at the core of whether this is going to work or not
and so we have some very focused activities to make sure that our employees are
motivated and committed, and finally that we can capture the cost synergies. My
team and I have traveled all over the world since September meeting with our
employees. I've got 30,000 employees. We've been face to face with about 80
percent of them. They're excited about what we're currently doing, and they are
very excited and understand why this is a powerful thing to accelerate our
position in the marketplace. And we're going to work every single day to make
sure that we've got all of the employees of the services organization signed up
and excited about this.

The integration planning has taken this approach and we have completed all of
this. So we've done detailed integration planning for each of the lines of
business for every one of the functions, for the critical cross areas where we
have to work with the other parts



of the new HP. We've got deployment plans ready for every geography in the
world, and we have also laid out specific value capture goals, headcount
reduction goals that tie back to functions, to geographies, to lines of
business, and will be able to be given to the managers of each of those
activities on Day One. And so we've got very detailed plans in place, reviews
that have been done of this to ensure that we're ready.

The approach that we've used with the integration planning is what you'd do for
any massive project where we've done a discovery phase to understand the best
practices and capabilities on both sides. We've assessed them. We've chosen what
our go-forward plan is. We've painted the picture of what it looks like when we
get there, and we've laid out a detailed roadmap to get there.

To give you an example, parts logistics is the spare parts function in a support
business. This is one of our most significant value capture areas. And what's
already been done is to address all the aspects of this, we have a plan in place
where we know the distribution centers and how they're going to be consolidated,
when they'll be consolidated. We've chosen all the IT applications that are used
to manage this logistics function on a global basis, what the migration plan
will be, when we'll get there, which month it happens.

We've also laid out all the logistics partners we both currently use, the
logistics networks we use. In every geography of the world we've chosen what
we're going with. And we also understand the procurement processes we use for
parts and we've chosen the best ones that are going to deliver for us the best
cost savings. This is all done and ready to be implemented.

Similarly with our IT applications -- it's the second biggest area where we're
going to be able to capture our cost synergies -- same thing. Aggressive adopt
and go strategy, all these areas it's already been decided -- every application,
when it gets implemented, when the old one comes out, across all of these areas
that are the critical aspects of running our business. And one of the things
that gives us a lot of capability here and is public with information, we both
use SAP and Clarify, so we have a huge advantage because we already have two of
our key applications that are similar applications.

Now for us the cultural integration is really, really critical. And we are being
as rigorous around planning the cultural integration as we are the financials,
the processes, the places. And so we're putting the same kind of rigor, the same
kind of attention around the cultural integration.

One of the things that's very interesting is the culture between the HP services
organization and the Compaq services organizations are very similar. I've had
lots of meetings with Compaq employees, with combined management teams, and if I
were to close my eyes sitting in one of these meetings, I couldn't tell you
whether it was an HP person talking or a Compaq person talking. And it's because
both of these services organizations have cultures that are focused around



the employees. And we're taking the things that have been built in both of them,
bringing them together.

The reason this is so critical to us is there is a very direct correlation
between employee loyalty and satisfaction, customer loyalty and satisfaction,
and profitable growth in the services business. This will represent, as I said,
40 to 45 percent of all HP's employees, so us getting the employee activities
and the culture right is a really big deal.

Now finally, I wanted to make one last point about our eye being on our
customers. The one thing customers have said to us is: don't lose focus on us.
And so we're putting as our top goal, as I mentioned, our top goal for the
integration is that customers can count on us before, during, and after to meet
all of our commitments. We're going to have a minimum impact on any of our
customer-facing resources. Both have about the right number today. We're going
to keep account teams in place. We're keeping project teams in place. We're
keeping support teams in place. And where we need to make selections we're going
to involve the customers in our choices.

We're also going to, on a global basis, have services managers chosen within the
first couple of weeks of when this deal is announced so that in every country in
the world where we have a services presence, we'll have a leader defined for the
people in that geography.

So to close, these are the things I hope you take away from this presentation.
First of all, we're keeping our obsession and focus on our customers. I think
you can see that in the financial results, hope you can see it in the plans as
well, and you can hear it from our customers if you talk to them.

We're executing really well today, both against our own internal plans as well
as against the market. I think we have a very strong story, a very strong reason
why it makes sense to bring our two services organizations together.

And finally, we have done very detailed planning. We're ready to do the
integration. I'm personally, along with my team, looking forward to standing in
front of you at this next meeting and once again talking about execution,
showing you what we've done to execute this plan and at the same time continue
executing well for our customers and the financials.

And I think on top of that it'll be exciting for us to be able to stand here,
not as the number seven or eight services company, but as the number three
services company and demonstrate to you an even healthier even stronger HP
services business.



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.