Filed by Compaq Computer Corporation 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 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 March 19, 2002, Compaq issued the following press release.

COMPAQ ISSUES STATEMENT ON HEWLETT-PACKARD VOTE

HOUSTON, March 19, 2002 - While the results of the Hewlett-Packard shareholder
vote are not yet official, Compaq is pleased that HP believes it has sufficient
votes to approve the merger.

"Over the past several months, there has been a groundswell of support from
customers, partners and shareholders who are favorable toward the merger as they
examine its strategic rationale," said Compaq chairman and chief executive
officer Michael Capellas. "We continue to believe that this merger will rapidly
accelerate our strategy, improve overall earnings power and provide increased
value for customers, shareholders and employees. With the HP vote now behind us
and the Compaq shareholder vote Wednesday, we are very close to making this
merger a reality."

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.

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 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 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

                                       2



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.

                                        3