The following is the Board approved statement in response to Walter
Hewlett's letter to the Board.

We plan to distribute on the newswires momentarily.

Grace

> December 13, 2001
>
> TO: 		Mr. Walter Hewlett
>
> FROM: 	Compaq Board of Directors
>
> ______________________________________________________________________
> __
>
> This is a response to your letter of December 12, 2001.
>
> We and the Compaq management team strongly disagree with your
> conclusions.
>
> The Board of Directors of Compaq has carefully analyzed the short-term
> and long-term impact as well as the strategic implications of the
> proposed HP-Compaq merger.  We are disappointed that both the Hewlett
> Foundation and the Packard Foundation have decided to oppose the
> transaction. We continue to believe that the combination of HP and
> Compaq will provide better market coverage, significant synergies and
> higher profits than either company would achieve on its own.  These
> benefits will lead to the creation of long-term value for both Compaq
> and HP shareholders.
>
> On that basis, we believe that this merger is well worth the effort
> and that our employees, shareholders and customers will be better
> served in the long term. Therefore we will continue to vigorously
> encourage shareholders to vote in favor of the transaction.
>
> In addition, we are confident that over the coming months, the
> shareholders of both companies will recognize the value of the merger
> and give their approval.
>
> The Board of Directors of Compaq is pleased with the execution of the
> company's present strategy and with its market momentum.  We intend to
> maintain this positive momentum and bring an even stronger Compaq to
> the merger.
>
>
> Grace Chen Trent - Executive Director
> Office of the Chairman & CEO
> Compaq Computer Corporation
> 20555 SH 249 - MS110802
> Houston, Texas 77070-2698
> 281-518-9460  work
> 281-518-9882 fax
>
>
>