SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Date of Report (Date of earliest event reported): February 24, 2000 

On February 24, 2000, the Board of Directors of Compaq Computer Corporation, on the recommendation of the Audit Committee, appointed Ernst & Young LLP as Compaq's independent accountants to audit its consolidated financial statements for the year ending December 31, 2000. The change in auditors was related to the Securities and Exchange Commission's investigation of PricewaterhouseCoopers LLP's independence violations. As a result of that investigation, representatives of the SEC asked Compaq to name new independent accountants for the 2000 audit. While none of the independence violations were determined to have impaired the independence of PricewaterhouseCoopers LLP with respect to any audit of Compaq's financial statements, Compaq's Audit Committee decided that it was in Compaq's best interest to not re-appoint PricewaterhouseCoopers LLP as the independent accountants of Compaq.

PricewaterhouseCoopers LLP has completed the audit of Compaq's consolidated financial statements for the year ended December 31, 1999, and Compaq has filed its Annual Report on Form 10-K with the SEC. The reports of P ricewaterhouseCoopers LLP on the financial statements for the years ended December 31, 1999 and 1998 contained no adverse opinions or disclaimers of opinion and have not been qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with its audits for the two most recent years and through February 24, 2000, there were no disagreements with PricewaterhouseCoopers LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years.

Compaq provided PricewaterhouseCoopers LLP with a copy of this disclosure and requested that PricewaterhouseCoopers LLP furnish us with a letter addressed to the SEC stating that PricewaterhouseCoopers LLP agrees with the above statements. The Price-waterhouseCoopers LLP letter addressed to the SEC is filed as Exhibit 16.1 to this Form 8-K. The news release announcing the new appointment is attached as Exhibit 99.

3. Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 16.1

February 24, 2000

Mr. Ben K. Wells
Vice President, Corporate Treasurer
Acting Chief Financial Officer
Compaq Computer Corporation
20555 SH 249
Houston, Texas 77070

Dear Mr. Wells:

This is to confirm that the client-auditor relationship between Compaq Computer Corporation (Commission File Number 1-9026) and PricewaterhouseCoopers LLP has ceased.

Very truly yours,

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Exhibit 99

FOR IMMEDIATE RELEASE

          HOUSTON, February 24, 2000 ¯ Compaq Computer Corporation (NYSE:CPQ) today reported that its Board of Directors appointed Ernst & Young LLP as Compaq's independent accountants, replacing PricewaterhouseCoopers. "Following an intensive search initiated by Compaq's Audit Committee, Ernst & Young emerged as the best organization to provide high quality audit services in our NonStop™ business environment," said Ben K. Wells, Vice President, Corporate Treasurer, and acting Chief Financial Officer.

          The company expects a smooth transition to the new auditors. There is no impact on Compaq's financial reports. All Compaq's financial reports, including the 1999 accounts, remain in full force and effect. Ernst & Young will be in place to review the Company's first quarter 2000 financial statements.

          Compaq stated that the change in auditors was related to the Securities and Exchange Commission's (SEC's) investigation of PricewaterhouseCoopers' independence violations. Compaq emphasized that there had been no determination that the independence of PricewaterhouseCoopers had been impaired with respect to any audit of Compaq's financial statements. Nevertheless, as a result of that investigation, representatives of the SEC asked Compaq to name new independent accountants and the Audit Committee of Compaq's Board of Directors determined it was appropriate to do so.

About Compaq

          Compaq Computer Corporation, a Fortune Global 100 company, is the largest supplier of computing systems in the world. Compaq designs, develops, manufactures and markets hardware, software, solutions, and services, including industry-leading enterprise computing solutions, fault-tolerant business-critical solutions, and communications products, commercial desktop and portable products, and consumer PCs for the NonStop™ Internet world.

          Compaq products and services are sold in more than 200 countries directly to businesses, through a network of authorized Compaq marketing partners, and directly to businesses and consumers through Compaq's e-commerce Web site at http://www.compaq.com. Compaq markets its products and services primarily to customers from the business, home, government, and education sectors. Customer support and information about Compaq and its products and services are available at http://www.compaq.com.

Compaq Media Relations              Alan E. Hodel             281-518-8932     [email protected]

Compaq Investor Relations           281-514-9549     OR    800-433-2391     [email protected]