Filed by Hewlett-Packard Company 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.:  1-9026

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 video broadcast to HP employees by Carleton
S. Fiorina, HP's Chairman of the Board and Chief Executive Officer, and Michael
D. Capellas, Compaq's Chairman and Chief Executive Officer. The transcript is
posted on HP's internal web site.

[CARLY INTRODUCES MICHAEL]

MICHAEL: Well, thank you. After that introduction it's almost where do you go
from here? So I'd like to talk about a couple of things. One, I'm going to talk
a little bit about me. So who is this guy? A little bit about the industry,
where it's going, what I think customers want. Certainly want to tell you a
little bit about Compaq. I know that everybody has just unbelievable interest,
and maybe a little bit sometimes give a couple of perspectives that aren't the
same perspectives you may read. And finally talk just a little bit about what I
think about the merger and what is the potential of this great new company and
what we can be. And as I've heard Carly say a lot of times is you have to have
great aspirations to be great. I think that's exactly right.

Okay, so the first thing you're going to find out about me, and this is not
going to be very analytical. You're not going to work real hard to figure this
out is that I am about as outgoing as you can get. So I'm one of those, if I
don't have anybody else to talk to, I'll pull up beside a fire hydrant and start
chatting away. Some of my most interesting conversations that way, and you
probably shouldn't draw any other conclusions about that.




The second thing you'll find out is I, and those who have worked with me, know
that I am direct to an absolute fault. Emotions on your shirtsleeves, what you
see is what you get, and it just comes out that way.

A little bit about my upbringing because I think it explains a little bit. I am
the classic first generation. My parents both raised in Europe, met during the
Second World War. My father started off sweeping the floors of a steel plant in
Ohio and actually had quite a successful management career, and so I think
there's a great story there. I went to school, and this will explain everything,
to study English literature.

CARLY:  They know I'm a history major; it's scary, you know, it's really scary.

MICHAEL: Somewhere along a year-and-a-half into it, common sense came to me and
said you will probably starve to death doing that, so we went out...

CARLY: See it took me a little longer, that's all.

MICHAEL: So I actually studied computer science and finance. So I actually did
study computer science and sort of came up, which brings me to the next part, I
am absolutely the self-proclaimed geek, and if you have probably a five-minute
conversation with me, that will also come out. So I have been a technologist all
my life. I have spent my entire life in this business. It is, in addition to my
occupation, it is absolutely my avocation, and I truly do love technology. And
there we come into probably principle number three, beware of the Capellas, as
Richard [Fly, of Compaq] would say, death spiral. Which is that I actually can
get awfully deep in some technology issues.

I have been extremely happily married for 22 years, one of those classic "wife
is my best friend." I have two daughters, twenty-one, just graduating from
graduate school, did graduate school and her undergraduate in four years, very
proud of her, and a seventeen-year-old, who is trying to figure out where to go
to college, another one of those interesting conversations that does in fact try
one's deep analytical skills, patience, and psychology.

Couple of hobbies. I didn't go to college on a football scholarship, which
probably explains my management style. Please don't go there either. But I am a
runner. I do love to run. I find it to be one of life's great ways to relax, and
so when Carly said she'd never have a peaceful moment, I have these long runs of
which I actually rediscover the universe and think about things. So I really do
love athletics of all kinds.

I play golf. You will get difference of opinions on how well. Not very. And I am
an absolute music buff. In fact one of our favorite things, which I understand
is another one of these bonds with the HP culture, is I am a professed expert in
NAME THAT TUNE. So if you ever want to play that, I'm available for
consultation.



CARLY:  You specialize in a certain era though, right?

MICHAEL: I'm into sixties and seventies rock music. Get me into the nineties and
The Smashing Pumpkins, I'm lost. But we'll work on that next.

Professionally I spent my first almost 20 years with a company called
Schlumberger which I have just huge respect for literally all over the world, so
I have spent a good deal of my [portion] internationally, which I think has
become hugely helpful for me. Schlumberger had a great belief is that they
believed in management rotation, and so I've spent most of that creating
technology and engineering, but also ran away for fab. Spent some time in sales
and spent some time in finance.

Went from there and was with SAP for awhile, and was a bit of architectural work
behind there, the original R3 supply chain modules, and then a quick touch with
Oracle where I was happily minding my own business when Compaq recruited me away
to be, of all things, their CIO. I had been working in global sales before that.
Spent some time with, I've been with Compaq a little over three years in a rapid
series of interesting moves: CIO, COO, CEO. Can't keep a job or something; I'm
not sure.

But in fact I have been a core technologist all my life. I have worked in sales
and in engineering and certainly software development, and so I take great pride
in actually having a depth of understanding of the business of the business.

Personal characteristics again will become pretty obvious pretty quick. I do
think one of the things that gives me an interesting perspective is that I have
been a longtime customer of HP, and certainly to those people who are the
Schlumberger account managers I remember, Francois, you very well, wherever we
may find you today. I have been a partner and co-development partner, and I was
actually one of the executive sponsors to HP through my days at SAP, and to the
SAP team, I'm sure you remember that. And I of course have been a competitor as
well. And so I think that does actually allow some perspective on the company,
and I think that is hugely helpful.

I do think that as Carly was talking about, it's difficult right now sometimes
to see this global sort of slowdown that we're in and realize that in fact the
long-term fundamentals are really what matter. The Internet will continue to
drive growth in information technology, and maybe the false economics of the
last couple of years have come and gone, but I have every confidence that the
growth of IT is only starting and after a small period of correction, and is
that the middle of next year or whatever, that the Internet will drive spending.

I do think, interestingly enough, that we went through this period of the
Internet where there actually was, we thought that e-commerce was a really big
deal. Well it may have been. But we've known how to do rows and columns in
financial transactions for a long time.



But there's going to be a period of hypergrowth because what actually the
Internet's going to drive it, is really going to drive it, is the next
generation of content. And we are just starting to approach that period where
we're really using the Internet for the next generation of content delivery. And
we're digitizing 7 million pages per day in the U.S. of everything from the
Library of Congress to the archives of the Vatican, and what is still in front
of us? Music on demand, streamed audio, streamed video, and we never built
applications, we built applications to do transactions, so e-commerce was the
natural evolution.

But the next great evolution as content starts to be in everything we do, and
that will cause the world to actually have to reinvent IT. And I think that is
an absolute megatrend and why I think the future's so interesting. And as I
think through where the future is, it's this next generation of content delivery
and nobody ever built a system to do content delivery, caching on the edge, yes,
in fact distributed computing's coming back. And so that is the opportunity in
front of us.

So one of the reasons why I sort of go into that long dissertation is I think
that says a lot about when you think about that's the future, what is the
strategy that this collective company can have, and if you believe that to be
the case, and I believe that absolutely will drive the next three to five years,
then does this make us better positioned and more able to be the leader in that
space? I think the answer's absolutely.

So I will close on a few more thoughts about that, but it leads me into: Who is
Compaq? What is the company? What are its capabilities? Why did you start with
that set of capabilities and end up with a merger?

Well, one, interesting little test. Today you think of Compaq as a PC company,
and by the way we are. I'm not embarrassed about it at all. However, if you
think about the enterprise assets that are brought to bear, today we process 95
percent of the actual transactions of stock markets worldwide.

We actually are the leader and have won eight of the last ten supercomputer
bids, things like the French Nuclear Agency to do testing of automatic, of
nuclear fusion so that you won't have to run tests. We've just run one at the
Japanese Atomic Energy Commission.

Our technology was the backbone for the foundation of the three world's largest
genomics projects, Celera, who actually cracked the human genome. Geneva
Proteomics who took it and devised out the next generation of DNA. And so in
fact we have a supercomputing world with our high-end clustering.

We're very, very proud that we just got announced by IDC we're now number one in
the world in storage, that is the number of units shipped in terms of petabytes,
the number of SANs shipped [Gartner], and also now in terms of number one in
absolute revenue of storage. So that's something we feel particularly good
about.



And of course you probably know we have the world's leader in total volume of
servers shipped, that's because we ship a lot of industry-standard servers. We
also ship more Linux servers than anybody in the world.

So why do I spend all the time to go over that is I think while the Compaq brand
has been so powerful in PCs, I'm extremely anxious, and I believe we have great
opportunity to take those high-end assets matching with the great high-end
assets of HP, particularly the huge presence in the data center, longstanding
relationships with ISVs, a great storage player in your own right, and obviously
I think the great world of taking software and interoperability of what OpenView
can be to be the framework that goes all the way from the interaction of UNIX,
to Windows, to Linux, to storage, in a framework, gives us a powerful set of
enterprise assets the taking to market together.

So everybody talks about the drive to be around what we're doing in the PC
business. This was all about strategy number one, drive to a full set of
capabilities and the most complete footprint in the industry around enterprise
computing, and it is an absolutely unique opportunity to do that. And if you
believe the enterprise is going to be re-architected because it has to because
then that will change things, it creates an unbelievably powerful combination,
and I believe that very passionately.

You're going to see some things that people didn't necessarily think through the
analysis of this merger. We did an enormous amount of technical diligence. Going
to hear some people say, well gee, that you have so much overlap. I think we
have perfectly complementary go-to-market capabilities. And that's before we get
into the next great drivers of expanding our services capabilities, collectively
65,000 service people around the world.

We sort of laugh, so myth number two: Compaq is a services business and it's all
break, fix and PCs. I don't know when we got out of that business. It was a long
time ago, a very long time ago. So most of all of our services business is
really around enterprise computing, and quite frankly the second myth, Compaq
doesn't make any money at it, we make about 12 percent return on sales, not too
bad.

And so I think collectively the combined entities of service took us I believe
we were ten and 12 respectively. Takes us to the number three IT services
company in the world. Pretty powerful.

My last point, and I think I'm probably overextending my boundaries of time is I
actually, you know, the PC business is a rotten business. If you think of the
world of the PC business as the standard all beige box, then I think it is a
rotten business. If you think of what the next generation, this is all about
creating the next generation of consumer Internet experience.



The combination of where the Internet will be is that intersection point between
the Internet, distributed, and very, very rich content, starting with music,
extending out into industry and video, and in fact the personal computer and a
love affair between those three. Think of what we can do in the future.

The home will be a wireless network extended out with entertainment on demand,
with sub woofers, speakers, all kinds of printing devices, great imaging, thank
you very much VJ [Joshi], continuing on through with the entire network in the
home, and that is the future of where I believe the consumer business will go in
PCs and then the commercials it will be all about intelligent manageability and
about how you put the next generation out there.

So while the PC business probably hit its peak probably two years ago in unit
volume, bumped up for the fourth quarter for Y2K, and for the same reason that
those were probably artificial, the bottom we hit in Q3 of this year probably is
just equally artificial, and I think you have to look at not thinking about it
as a PC business, but what is the next generation of the consumer complete
experience in the Internet and the next generation of manageability of access
and Internet access. Collectively it's an awfully exciting combination.

And so I will probably conclude here and actually take some questions, but I
will have to end where I started, which is on a little bit of a personal note.
If you believe that about the home business, being the self-proclaimed geek that
I am, one of the things I am proud about is my home which is my fourth hobby
which is actually technology, a completely wireless network, 8,200 songs on my
personal jukebox, wired stereo speakers, now with some absolutely great HP
products in order to take my HP digital camera and attach it to my two new HP
printers, thank you very much. God, I love the printer business.

CARLY:  We hope you paid full price for those, Michael.  Times are tough.

MICHAEL: I have a few more on order as well. I not only actually bought them,
I'm actually selling them on the side bringing my friends through and taking
orders at the door, but in fact probably view it as really a sort of an example
of the next generation of what can be in the home. I will admit thought I get
great support out of the help desk, so I've never had a problem with it.

Okay. Longwinded speech. I think you will find me true to my form, I always tell
the Compaq employees that if you ask me a direct question, you will get a direct
answer, sometimes too direct. And the only caveat I will is that you probably
have your own set of lawyers here who will put a softball in my ear if we go too
far. But I think subject to regulatory constraints we'll try to take some
questions.



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 the annual report on Form 10-K for the year ended October 31,
2000 and HP's registration statement on Form S-4 filed on November 15, 2001.

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 November 15, 2001, HP filed a registration statement with the SEC containing
a preliminary joint proxy statement/prospectus regarding the Merger. Investors
and security holders of HP and Compaq are urged to read the preliminary joint
proxy statement/prospectus filed with the SEC on November 15, 2001 and the
definitive joint proxy statement/prospectus when it becomes available 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 seeking their approval of the proposed transaction. The
preliminary joint proxy statement/prospectus filed with the SEC on November 15,
2001, 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 stockholders 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 the proxy statement
for HP's 2001 Annual Meeting of Stockholders, which was filed with the SEC on
January 25, 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 preliminary joint proxy statement/prospectus filed with the SEC on November
15, 2001 and the definitive joint proxy statement/prospectus when it becomes
available.

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 stockholders 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 stockholders 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 the proxy statement for Compaq's 2001 Annual
Meeting of Stockholders, which was filed with the SEC on March 12, 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 preliminary joint proxy
statement/prospectus filed with the SEC on November 15, 2001 and the definitive
joint proxy statement/prospectus when it becomes available.

                                    * * * * *