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SAN JOSE — Shares of Hewlett-Packard Co. and Compaq Computer Corp. both fell Monday, their first day of trading after HP’s largest shareholder said it would vote against the proposed $24.6 billion acquisition of Compaq. 

HP and Compaq have vowed to press ahead with the deal despite the opposition of Hewlett and Packard family interests with 18 percent of HP stock. The David and Lucile Packard Foundation, which holds 10.4 percent of HP shares, said Friday its interests would be better served without the deal. 

The foundation’s president and chief executive, former Los Angeles Times publisher Richard T. Schlosberg III, said Monday the charitable organization would not play an active role in opposing the Compaq acquisition. 

In contrast, HP board member Walter B. Hewlett is preparing for a proxy fight over the deal, filing several critical reports with the Securities and Exchange Commission. 

Schlosberg said the 12 trustees on the Packard Foundation’s board were unanimous in opposing the merger, after a “deliberative and careful process.” 

Three daughters of HP co-founder David Packard and two of their husbands are on the board, as are Schlosberg, former HP chief executive Lew Platt and former HP chief operating officer Dean Morton. Packard’s only son, David W. Packard, had already come out against the merger. 

HP shares fell 52 cents, or 2 percent, to $23.00 in trading on the New York Stock Exchange, where Compaq shares were off $1.62, or 14 percent, to $9.70. 

HP and Compaq say they will continue to talk up the benefits of the deal in hopes of ultimately winning shareholder support. If either company were to back out, it would owe the other $675 million. 

HP spokeswoman Rebeca Robboy played down the importance of the families’ opposition. She said investors are likely to look at the transaction differently than the Packards’ charitable foundation did. 

“They have to take a conservative, short-term approach, and we understand and respect their requirements, but a high-tech company competing in a rapidly changing environment has different requirements,” she said. 

Joel Wagonfeld of Banc of America Securities determined that for the deal to win approval now, two-thirds of HP’s institutional investors would have to vote yes, a prospect he considers unlikely. 

“Although we believe the merger could have been a viable long-term option at one point, we think both companies should now focus on mending customer relationships rather than risking further damage by fighting this uphill battle,” Wagonfeld wrote in a research note. 

Perhaps the most influential undecided constituency left is Institutional Shareholder Services, a Maryland-based advisory firm that in some cases casts votes for shareholders. For example, Barclays Global Investors, which owns more than 3 percent of HP’s stock, is deferring to ISS because Barclays’ chief executive, Patricia Dunn, is on HP’s board. 

The ISS report is not expected until late January at the earliest, because its analysts will wait for HP and Compaq to file their final proxy statement and set a date for a shareholder vote. 

ISS also has not yet met with HP management or opponents such as Walter Hewlett, said Ram Kumar, the ISS assistant director for U.S. research. 

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On the Net: 

http://www.hp.com 

http://www.compaq.com