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.

The following is a message to HP and Compaq employees from Carleton S. Fiorina,
HP's Chairman of the Board and Chief Executive Officer, and Michael D. Capellas,
Compaq's Chairman of the Board and Chief Executive Officer, relating to the
Merger. This message is posted on HP's internal web site.


                      A MESSAGE TO HP AND COMPAQ EMPLOYEES
                     FROM CARLY FIORINA AND MICHAEL CAPELLAS

Although the results of the HP proxy vote are not yet official, we thought it
was important to jointly address the people of both companies in anticipation of
our roles as executive members of the new HP management team. We want to give
you a status report of where we are in the merger process, acknowledge the
uncertainty that many of you are naturally feeling, and alert you to some
upcoming communications that you will receive shortly.

First, we need to acknowledge the historic events of last week. On March 19,
despite a very difficult and very public proxy fight, HP's Board of Directors
announced that it believes it has received sufficient votes -- based on a
preliminary estimate of proxies by the company's proxy solicitors -- to approve
HP's merger with Compaq.

We are pleased to have received support from a decisive majority of the
institutional investors who are not affiliated with the Hewlett and Packard
families and their foundations. We also are quite gratified that -- according to
the preliminary count -- we received a majority of the shares held by employees
in the HP employee stock purchase plans, which include the Share Ownership Plan
and the legacy Stock Purchase Plan. You can be assured that no individual
employee's voting results have been or will be provided to HP -- we only have
visibility into aggregated information.

Slightly more than 24 hours after the HP special meeting, Compaq shareowners
voted overwhelmingly -- by a 9-1 margin -- to approve the proposed merger.

We expect official certification of the voting from HP's March 19 meeting
sometime in the next few weeks, at which time we will promptly announce the
results. Once the voting is certified, we will complete the legal close of the
merger and launch the new HP.

Meanwhile, as those of you in the field know especially well, the market waits
for no one. This is especially true when our competitors are trying to take
advantage of our current situation to spread fear, uncertainty and doubt among
our customers. At the same time, we realize full well that all of you are
anxious to know more about organizational decisions and your roles and
responsibilities in the new HP.

Putting anything on hold while we wait for a final proxy vote tabulation is
simply not an option. Therefore, we will continue to move forward aggressively
with the integration and launch planning, so we can hit the ground running
shortly after the legal close. This will help ensure minimal disruption to as
many employees as possible and allow us to get customer account assignments,
product roadmaps and go-to-market structures in place as soon as we possibly
can.



Within the next week, you will begin hearing announcements on the new management
team's direct reports. Additional announcements from the new leadership teams
will follow as organization design and selection decisions are made. Most of
these announcements will occur business by business and function by function.

From an overall company standpoint, also next week we will communicate the
details of the selection process that we are using to fill jobs in the new
company -- including an overview of the process, guiding principles and a broad
timeline. This process will, of course, be subject to local country legal
requirements.

We realize that a lot of information will be coming your way in a very short
period of time. However, both of us -- as well as the designated new management
team -- believe that communicating quickly, consistently and honestly is
essential. We will continue to provide such communication on an ongoing basis.

As a reminder, employees of HP and Compaq should continue to act as if they
belong to separate companies until the official launch of the new HP. For
employees with direct customer contact -- especially those who work in the field
-- this means continuing to serve customer needs and striving to meet quarterly
financial goals.

We will try to do everything we can to minimize disruptions over the next
several months. However, please keep in mind that we will be working to
successfully implement what is arguably the most important merger in the history
of the technology industry. It is a complex undertaking and we may stumble
occasionally. But we are highly confident in our ability to work together to
succeed in the exciting task of turning two great companies into one unified,
market-transforming, industry leader -- with a passion for serving customers.



Carly and Michael



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 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.


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