content: <PAGE>
  
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                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                  February 14, 2002
                                  -----------------
                  Date of Report (Date of Earliest Event Reported)
  
                               Hewlett-Packard Company
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <CAPTION>
  <S>                                                      <C>                                  <C>
                   Delaware                                1-4423                               94-1081436
  ------------------------------------------- ---------------------------------- -----------------------------------------
       (State or other jurisdiction of
                incorporation)                     (Commission File Number)        (I.R.S. Employer Identification No.)
  </TABLE>
  
                      3000 Hanover Street, Palo Alto, CA 94304
                 (Address of principal executive offices) (Zip code)
  
                                   (650) 857-1501
              --------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  ================================================================================
  
  <PAGE>
  
  Item 5. Other Events.
  
       This Current Report on Form 8-K relates to a planned merger (the "Merger")
  between a wholly-owned subsidiary of Hewlett-Packard Company ("HP") with and
  into 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 (the "SEC") as
  an exhibit to the Current Report on Form 8-K, as amended, filed by HP on
  September 4, 2001, and is incorporated by reference into this filing. Completion
  of the Merger is subject to customary closing conditions that include, among
  others, receipt of required approvals from HP shareowners and from Compaq
  shareowners, respectively, and receipt of required antitrust approvals. Upon
  completion of the Merger, holders of Compaq common stock will be entitled to
  receive 0.6325 shares of HP common stock for each share of Compaq common stock
  they then hold. In addition, upon completion of the Merger, HP will assume
  outstanding stock appreciation rights and options to purchase shares of Compaq
  common stock, each at the exchange ratio referred to in the preceding sentence
  and assume certain Compaq stock plans. If any of the conditions to the Merger
  are not satisfied or, if waiver is permissible, not waived, the Merger will not
  be completed. In addition, under certain circumstances specified in the Merger
  Agreement, HP or Compaq may terminate the merger agreement. As a result, HP
  cannot assure you that it will complete the Merger.
  
       This Current Report on Form 8-K attaches hereto as Exhibits 99.1 and 99.2,
  and incorporates by reference herein: (i) the historical consolidated financial
  statements of Compaq including Compaq's consolidated balance sheet at December
  31, 2001 and 2000, the consolidated statements of income, cash flows and
  stockholders' equity for each of the three years in the period ended December
  31, 2001, and Compaq's Schedule II, Valuation and Qualifying Accounts for each
  of the three years in the period ended December 31, 2001, filed in accordance
  with Rule 3-05 of Regulation S-X (17 C.F.R. Section 210.3.05 (2000)), and (ii)
  the unaudited pro forma condensed combined consolidated financial statements of
  HP for the period ended October 31, 2001 and comparative historical and pro
  forma per share data giving effect to the Merger as a purchase of Compaq by HP
  in accordance with Article 11 of Regulation S-X (17 C.F.R. Section 210.11
  (2000)).
  
  
       However, if HP does not complete the Merger, HP's business, operating
  results and assets and liabilities will not reflect any actual or anticipated
  interest in Compaq's business, its operating results or its assets and
  liabilities.
  
            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
  
  <PAGE>
  
  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.
  
  Item 7. Financial Statements and Exhibits.
  
       The following exhibits are being filed with this report:
  
            23.1 Consent of Ernst & Young LLP, Independent Auditors.
  
            23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
            99.1 Compaq's historical audited consolidated financial statements,
                 including Compaq's consolidated balance sheet at December 31,
                 2001 and 2000, the consolidated statements of income, cash
                 flows and stockholders' equity for each of the three years in the
                 period ended December 31, 2001 and Compaq's Schedule II,
                 Valuation and Qualifying Accounts for each of the three years in
                 the period ended December 31, 2001.
  
            99.2 Unaudited pro forma condensed combined consolidated financial
                 statements of HP and comparative historical and pro forma per
                 share data giving effect to the Merger as a purchase of Compaq by
                 HP using the purchase method of accounting that are included in a
                 Registration Statement on Form S-4 filed by HP with the SEC on
                 February 5, 2002 in connection with the proposed Merger.
  
  <PAGE>
  
                                      SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has caused this report to be signed on its behalf by the undersigned
  hereunto duly authorized.
  
                                         HEWLETT-PACKARD COMPANY
  
  Date: February 14, 2002                By:    /s/  Charles N. Charnas
                                            --------------------------------------
                                            Name:  Charles N. Charnas
                                            Title: Assistant Secretary
  
  
  <PAGE>
  
                            INDEX TO EXHIBITS FILED WITH
               THE CURRENT REPORT ON FORM 8-K DATED FEBRUARY 14, 2002
  
         Exhibit                              Description
  --------------------------------------------------------------------------------
          23.1          Consent of Ernst & Young LLP, Independent Auditors.
  
          23.2          Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants.
  
          99.1          Compaq's historical audited consolidated financial
                        statements, including Compaq's consolidated balance sheet
                        at December 31, 2001 and 2000, the consolidated
                        statements of income, cash flows and stockholders' equity
                        for each of the three years in the period ended
                        December 31, 2001 and Compaq's Schedule II, Valuation and
                        Qualifying Accounts for each of the three years in the
                        period ended December 31, 2001.
  
          99.2          Unaudited pro forma condensed combined consolidated
                        financial statements of HP and comparative historical and
                        pro forma per share data giving effect to the Merger as a
                        purchase of Compaq by HP using the purchase method of
                        accounting that are included in a Registration Statement
                        on Form S-4 filed by HP with the SEC on February 5, 2002
                        in connection with the proposed Merger.
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text: ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                  February 14, 2002
                                  -----------------
                  Date of Report (Date of Earliest Event Reported)
  
                               Hewlett-Packard Company
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  Delaware                                1-4423                               94-1081436
  ------------------------------------------- ---------------------------------- -----------------------------------------
       (State or other jurisdiction of
                incorporation)                     (Commission File Number)        (I.R.S. Employer Identification No.)
  3000 Hanover Street, Palo Alto, CA 94304
                 (Address of principal executive offices) (Zip code)
  
                                   (650) 857-1501
              --------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  ================================================================================
  Item 5. Other Events.
  
       This Current Report on Form 8-K relates to a planned merger (the "Merger")
  between a wholly-owned subsidiary of Hewlett-Packard Company ("HP") with and
  into 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 (the "SEC") as
  an exhibit to the Current Report on Form 8-K, as amended, filed by HP on
  September 4, 2001, and is incorporated by reference into this filing. Completion
  of the Merger is subject to customary closing conditions that include, among
  others, receipt of required approvals from HP shareowners and from Compaq
  shareowners, respectively, and receipt of required antitrust approvals. Upon
  completion of the Merger, holders of Compaq common stock will be entitled to
  receive 0.6325 shares of HP common stock for each share of Compaq common stock
  they then hold. In addition, upon completion of the Merger, HP will assume
  outstanding stock appreciation rights and options to purchase shares of Compaq
  common stock, each at the exchange ratio referred to in the preceding sentence
  and assume certain Compaq stock plans. If any of the conditions to the Merger
  are not satisfied or, if waiver is permissible, not waived, the Merger will not
  be completed. In addition, under certain circumstances specified in the Merger
  Agreement, HP or Compaq may terminate the merger agreement. As a result, HP
  cannot assure you that it will complete the Merger.
  
       This Current Report on Form 8-K attaches hereto as Exhibits 99.1 and 99.2,
  and incorporates by reference herein: (i) the historical consolidated financial
  statements of Compaq including Compaq's consolidated balance sheet at December
  31, 2001 and 2000, the consolidated statements of income, cash flows and
  stockholders' equity for each of the three years in the period ended December
  31, 2001, and Compaq's Schedule II, Valuation and Qualifying Accounts for each
  of the three years in the period ended December 31, 2001, filed in accordance
  with Rule 3-05 of Regulation S-X (17 C.F.R. Section 210.3.05 (2000)), and (ii)
  the unaudited pro forma condensed combined consolidated financial statements of
  HP for the period ended October 31, 2001 and comparative historical and pro
  forma per share data giving effect to the Merger as a purchase of Compaq by HP
  in accordance with Article 11 of Regulation S-X (17 C.F.R. Section 210.11
  (2000)).
  
       However, if HP does not complete the Merger, HP's business, operating
  results and assets and liabilities will not reflect any actual or anticipated
  interest in Compaq's business, its operating results or its assets and
  liabilities.
  
            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.
  
  Item 7. Financial Statements and Exhibits.
  
       The following exhibits are being filed with this report:
  
            23.1 Consent of Ernst & Young LLP, Independent Auditors.
  
            23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
  
            99.1 Compaq's historical audited consolidated financial statements,
                 including Compaq's consolidated balance sheet at December 31,
                 2001 and 2000, the consolidated statements of income, cash
                 flows and stockholders' equity for each of the three years in the
                 period ended December 31, 2001 and Compaq's Schedule II,
                 Valuation and Qualifying Accounts for each of the three years in
                 the period ended December 31, 2001.
  
            99.2 Unaudited pro forma condensed combined consolidated financial
                 statements of HP and comparative historical and pro forma per
                 share data giving effect to the Merger as a purchase of Compaq by
                 HP using the purchase method of accounting that are included in a
                 Registration Statement on Form S-4 filed by HP with the SEC on
                 February 5, 2002 in connection with the proposed Merger.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has caused this report to be signed on its behalf by the undersigned
  hereunto duly authorized.
  
                                         HEWLETT-PACKARD COMPANY
  
  Date: February 14, 2002                By:    /s/  Charles N. Charnas
                                            --------------------------------------
                                            Name:  Charles N. Charnas
                                            Title: Assistant Secretary
  INDEX TO EXHIBITS FILED WITH
               THE CURRENT REPORT ON FORM 8-K DATED FEBRUARY 14, 2002
  
         Exhibit                              Description
  --------------------------------------------------------------------------------
          23.1          Consent of Ernst & Young LLP, Independent Auditors.
  
          23.2          Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants.
  
          99.1          Compaq's historical audited consolidated financial
                        statements, including Compaq's consolidated balance sheet
                        at December 31, 2001 and 2000, the consolidated
                        statements of income, cash flows and stockholders' equity
                        for each of the three years in the period ended
                        December 31, 2001 and Compaq's Schedule II, Valuation and
                        Qualifying Accounts for each of the three years in the
                        period ended December 31, 2001.
  
          99.2          Unaudited pro forma condensed combined consolidated
                        financial statements of HP and comparative historical and
                        pro forma per share data giving effect to the Merger as a
                        purchase of Compaq by HP using the purchase method of
                        accounting that are included in a Registration Statement
                        on Form S-4 filed by HP with the SEC on February 5, 2002
                        in connection with the proposed Merger.