content: <PAGE>
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549-1004
  
                                      FORM 8-K
  
                      CURRENT REPORT PURSUANT TO SECTION 13 OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (date of earliest event reported): November 15, 2001
  
                               Hewlett-Packard Company
               (Exact name of Registrant as specified in its charter)
  
            Delaware                       1-4423                   94-1081436
  (State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
        of Incorporation)                                      Identification No.)
  
  
  
  
  
                                 3000 Hanover Street
                                 Palo Alto, CA 94304
                      (Address of Principal Executive Offices)
  
                                   (650) 857-1501
                (Registrant's telephone number, including area code)
  
  <PAGE>
  
  ITEM 5.   OTHER EVENTS
  
            On November 15, 2001, Hewlett-Packard Company, a Delaware corporation
  ("HP"), filed with the Securities and Exchange Commission a Registration
  Statement on Form S-4 (the "Registration Statement") in connection with the
  proposed business combination of HP and Compaq Computer Corporation, a Delaware
  corporation ("Compaq"), by means of a merger of a wholly-owned subsidiary of HP
  with and into Compaq (the "Merger"). Risk factors relating to the Merger and the
  combined company following the Merger are included in the Registration Statement
  and are attached hereto as Exhibit 99.1 and incorporated by reference herein.
  Unaudited pro forma financial information of HP giving effect to the Merger as a
  purchase of Compaq by HP using the purchase method of accounting is included in
  the Registration Statement and is attached hereto as Exhibit 99.2 and
  incorporated by reference herein.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
  Exhibit 99.1  Cautionary Statement Regarding Forward-Looking Information and
                Risk Factors relating to the Merger and the combined company
                following the Merger that are included in a Registration
                Statement on Form S-4 filed by HP with the Securities and
                Exchange Commission on November 15, 2001 in connection with the
                proposed Merger.
  
  Exhibit 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
                Securities and Exchange Commission on November 15, 2001 in
                connection with the proposed Merger and related explanatory note.
  
  Additional Information about the Merger and Where to Find It
  
  On November 15, 2001, HP filed a Registration Statement with the SEC containing
  the 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 any 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 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.
  
  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 to 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.
  
                                        -2-
  
  <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:  November 15, 2001                 By: /s/ CHARLES N. CHARNAS
                                              -----------------------------------
                                                   Charles N. Charnas
                                                   Assistant Secretary and
                                                   Senior Managing Counsel
  
  
                                        -3-
  
  <PAGE>
  
       Exhibit                                  Description
  -------------------     --------------------------------------------------------
         99.1             Cautionary Statement Regarding Forward-Looking
                          Information and Risk Factors relating to the Merger and
                          the combined company following the Merger that are
                          included in a Registration Statement on Form S-4 filed
                          by HP with the Securities and Exchange Commission on
                          November 15, 2001 in connection with the proposed
                          Merger.
  
         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 Securities
                          and Exchange Commission on November 15, 2001 in
                          connection with the proposed Merger, and related
                          explanatory note.
  
                                        -4-
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text: SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549-1004
  
                                      FORM 8-K
  
                      CURRENT REPORT PURSUANT TO SECTION 13 OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (date of earliest event reported): November 15, 2001
  
                               Hewlett-Packard Company
               (Exact name of Registrant as specified in its charter)
  
            Delaware                       1-4423                   94-1081436
  (State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
        of Incorporation)                                      Identification No.)
  
                                 3000 Hanover Street
                                 Palo Alto, CA 94304
                      (Address of Principal Executive Offices)
  
                                   (650) 857-1501
                (Registrant's telephone number, including area code)
  ITEM 5.   OTHER EVENTS
  
            On November 15, 2001, Hewlett-Packard Company, a Delaware corporation
  ("HP"), filed with the Securities and Exchange Commission a Registration
  Statement on Form S-4 (the "Registration Statement") in connection with the
  proposed business combination of HP and Compaq Computer Corporation, a Delaware
  corporation ("Compaq"), by means of a merger of a wholly-owned subsidiary of HP
  with and into Compaq (the "Merger"). Risk factors relating to the Merger and the
  combined company following the Merger are included in the Registration Statement
  and are attached hereto as Exhibit 99.1 and incorporated by reference herein.
  Unaudited pro forma financial information of HP giving effect to the Merger as a
  purchase of Compaq by HP using the purchase method of accounting is included in
  the Registration Statement and is attached hereto as Exhibit 99.2 and
  incorporated by reference herein.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
  Exhibit 99.1  Cautionary Statement Regarding Forward-Looking Information and
                Risk Factors relating to the Merger and the combined company
                following the Merger that are included in a Registration
                Statement on Form S-4 filed by HP with the Securities and
                Exchange Commission on November 15, 2001 in connection with the
                proposed Merger.
  
  Exhibit 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
                Securities and Exchange Commission on November 15, 2001 in
                connection with the proposed Merger and related explanatory note.
  
  Additional Information about the Merger and Where to Find It
  
  On November 15, 2001, HP filed a Registration Statement with the SEC containing
  the 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 any 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 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.
  
  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 to 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.
  
                                        -2-
  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:  November 15, 2001                 By: /s/ CHARLES N. CHARNAS
                                              -----------------------------------
                                                   Charles N. Charnas
                                                   Assistant Secretary and
                                                   Senior Managing Counsel
  
                                        -3-
  Exhibit                                  Description
  -------------------     --------------------------------------------------------
         99.1             Cautionary Statement Regarding Forward-Looking
                          Information and Risk Factors relating to the Merger and
                          the combined company following the Merger that are
                          included in a Registration Statement on Form S-4 filed
                          by HP with the Securities and Exchange Commission on
                          November 15, 2001 in connection with the proposed
                          Merger.
  
         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 Securities
                          and Exchange Commission on November 15, 2001 in
                          connection with the proposed Merger, and related
                          explanatory note.
  
                                        -4-