HP TO ACQUIRE CONVEX COMPUTER

PALO ALTO, Calif., Sept. 21, 1995 -- Hewlett-Packard Company (NYSE: HWP)
and Convex Computer Corporation (NYSE: CNX) today announced they have
signed a definitive agreement for HP to acquire Convex. This proposed
acquisition would fulfill customer demand for a comprehensive range of
solutions from a single, trusted supplier.

Under the terms of the agreement, Convex shareholders will receive shares
of HP common stock with a value of $4.83 for each share of Convex common
stock owned. Total market value of the acquisition is approximately $150
million -- representing the outstanding equity, minus the HP-owned equity
which is about five percent, plus the value of options HP will assume.

Upon completion of the transaction, Convex will become a wholly owned
subsidiary of HP and be known as the Convex Technology Center of HP.
Convex is located in Richardson, Texas, and has 850 employees worldwide.

HP is the world's leading supplier of open client/server solutions and is
the second-largest computer company in the United States. Convex is a
leading supplier of high-performance computing solutions for technical and
scientific markets.

"Our companies today deliver to customers comprehensive solutions that
other vendors only promise: the broadest, fully compatible product line
from desktop to supercomputer," said Willem P. (Wim) Roelandts, HP senior
vice president and general manager of the Computer Systems Organization.
"The largest Convex supercomputer can execute the most complex
applications -- such as those used for automotive- crash simulations, oil
exploration and weather modeling -- yet can be as easy to use as an
entry-level HP workstation."

With the acquisition, HP will gain from Convex its high-performance
computing technologists and innovators, application and support experts, a
sales force skilled in supercomputer solutions, and an established
presence in high-end technical markets worldwide.

"Our customers now have access to the industry's broadest range of
computing solutions, from desktops to supe rcomputers, from one company,"
said Robert J. Paluck, co-founder, chairman and chief executive officer of
Convex . "Our customers also are assured of continuing product
enhancements, future product development and long-term viability of our
technology leadership."

Today's announcement strengthens the business and technology alliance
between HP and Convex that began in 1992. At that time, Convex adopted
HP's PA-RISC(1) technologies, and HP took about a 5 percent ownership
position in Convex. Later that year, Convex began offering cluster-
computing solutions, based on the HP 9000 workstations, running
specialized Convex software. In 1993, HP licensed to Convex its UNIX (R)
system- based HP-UX(2) operating system and related software technologies
to ensure full compatibility of Convex products with HP workstations and
servers. In addition, Convex licensed to HP current and future software
technologies to enhance HP's compilers and tools. In 1994, HP became a
value-added reseller of Convex's Exemplar systems to better serve
customers in high-end technical markets.

Prior to approving the agreement, Convex's board of directors, together
with its advisors, explored and evaluated several alternative courses of
action over a substantial period of time. The acquisition agreement,
however, does permit Convex to solicit and consider alternative third-
party offers. In addition, it permits Convex to accept a superior proposal
and to change its recommendation to shareholders, subject to the payment
to HP of a termination fee. Convex noted that no other discussions in this
regard are taking place currently.

Completion of the transaction is subject to customary conditions, including
approval of Convex's stockholders and required governmental approvals. The
acquisition will be accounted for on a pooling of interest basis and is
expected to be tax-deferred for U.S. purposes for Convex's stockholders.
The acquisition is expected to close by the end of the calendar year.

Convex Computer Corporation is a leading supplier of high-performance
computing technologies. The company markets its products primarily to
scientific, engineering and technical users for a wide variety of
applications including data management. Convex has sold more than 1,450
systems to more than 650 customers in 48 countries. The systems are sold
and supported through direct sales operations and an extensive network of
distributors and resellers. Convex had revenue of $144 million in its 1994
fiscal year.

Hewlett-Packard Company is leading global manufacturer of computing,
communications and measurement products and services recognized for
excellence in quality and support. HP has 99,900 employees and had revenue
of $25 billion in its 1994 fiscal year.

(1) PA-RISC stands for Precision Architecture, HP's name for its
reduced-instruction-set computing (RISC) technology. UNIX is a registered
trademark in the United States and other countries, licensed exclusively
through X/Open Company Limited. X/Open is a trademark of X/Open company
Limited in the U.K. and other countries.

(2) HP-UX 9.X and 10.0 for HP 9000 Series 700 and 800 computers are X/Open
Company UNIX 93 branded products.
 
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