UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
  
                           Washington, D.C. 20549 
                     
                                Form 10-K/A
                              AMENDMENT NO. 1
  
 (Mark One) 
    [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934 
  
                  for the fiscal year ended October 31, 1996 
 
                                     OR 
    
    [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] 
 
          For the transition period from____________ to ____________           
                                
                       Commission File Number: 1-4423 
                               
            Exact name of registrant as specified in its charter: 
                               
                          HEWLETT-PACKARD COMPANY 
                               
      State or other jurisdiction of              I.R.S. Employer
 incorporation or organization: California   Identification No: 94-1081436 
    
                  Address of principal executive offices: 
 
              3000 Hanover Street, Palo Alto, California 94304 
 
      Registrant's telephone number, including area code:  (415) 857-1501 
 
          Securities registered pursuant to Section 12(b) of the Act: 
                                   None              
 
    Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.    Yes [X] No [ ]
 
    Indicate by check mark if disclosure of delinquent filers pursuant to
 Item 405 of Regulation S-K is not contained herein, and will not be
 contained, to the best of registrant's knowledge, in definitive proxy or
 information statements incorporated by reference in Part III of this Form
 10-K or any amendment to this Form 10-K.   [ ]
  
    The aggregate market value of the registrant's Common Stock held by
 non-affiliates as of February 28, 1997 was $45,069,882,066.
  
    Indicate the number of shares outstanding of each of the registrant's
 classes of Common Stock as of February 28, 1997: 1,019,230,327 shares of
 $1 par value Common Stock. 
 

 Part II, Item 5 is hereby amended to add the following paragraph:
 
 On September 19, 1996, Hewlett-Packard Company (the "Company"), without
 using an underwriter, sold and issued an aggregate of 241,485 shares of the
 Company's common stock (the "Company Shares") in exchange for all of the 
 shares of common stock and preferred stock and vested options to purchase 
 shares of common stock of Trellis Software & Controls, Inc., a Michigan
 corporation ("Trellis"), in connection with the Company's acquisition of
 Trellis on the same date.  The Company Shares had a value of approximately
 $11,652,000 on the date of sale.  The Company relied on the exemption from 
 registration available under Section 3(a)(10) of the Securities Act of 1933,
 as amended.  Following a hearing at the Department of Corporations of the
 State of California (the "Department") on  September 9, 1996, the Department
 on the same date issued a permit qualifying the Company to offer, sell and
 issue the Company Shares.
 
 
 
                                  SIGNATURE
 
      Pursuant to the requirements of Section 13 or 15(d) of the Securities
 Exchange Act of 1934, the registrant has duly caused this report to be
 signed on its behalf by the undersigned, thereunto duly authorized.
 
                                                 HEWLETT-PACKARD COMPANY
 
 
 
 Date: March 12, 1997                            Ann O. Baskins
                                                 Assistant Secretary
                                                 and Managing Counsel