8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                  SEPTEMBER 11, 2000
                Date of Report (Date of Earliest Event Reported)

                             HEWLETT-PACKARD COMPANY
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             (Exact name of registrant as specified in its charter)

        DELAWARE                    1-4423                   94-1081436
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(State or other jurisdiction      (Commission             (I.R.S. Employer
      of incorporation)           File Number)           Identification No.)

                    3000 HANOVER STREET, PALO ALTO, CA 94304
              (Address of principal executive offices) (Zip code)

                                 (650) 857-1501
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              (Registrant's telephone number, including area code)

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ITEM 5.  OTHER EVENTS.

         On September 11, 2000 we issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference, confirming
published reports that we are in discussions with PricewaterhouseCoopers ("PwC")
with respect to a possible acquisition of PwC's global management and
information technology consulting practice. Terms of the transaction have not
been agreed upon, and significant issues remain to be resolved.

         PwC is HP's independent accountants, and, as the parties proceed with a
transaction, it is expected that the audit engagement will be terminated in
light of auditor independence requirements.

         This report and the news release contain forward-looking statements
that involve risks, uncertainties and assumptions. The words "expect,"
"guidance" and similar expressions may identify forward-looking statements.
These risks include the possibility that HP and PwC may not consummate the
acquisition; the challenge of integrating the PwC and HP consulting businesses;
the possibility that the combined businesses may fail to achieve desired
synergies and that, after the acquisition, HP as a whole and the consulting
business on its own may fail to achieve revenue and profit expectations; the
difficulty for HP of transitioning to new independent accountants; and other
risks that are described from time to time in HP's other Securities and Exchange
Commission reports, including but not limited to the annual report on Form 10-K
for the year ended October 31, 1999, and subsequently filed quarterly reports.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit 99.1     Press release dated September 11, 2000 entitled "HP
                          Confirms Discussions Regarding Possible Acquisition of
                          PricewaterhouseCoopers' Consulting Business."





                                    SIGNATURE

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

                                       HEWLETT-PACKARD COMPANY

Date: September 12, 2000               By:  /s/ Charles N. Charnas
                                            -----------------------------------
                                       Name:  Charles N. Charnas
                                       Title: Assistant Secretary





                          INDEX TO EXHIBITS FILED WITH
                THE CURRENT REPORT ON FORM 8-K DATED SEPTEMBER 12, 2000



  Exhibit                              Description
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    99.1           Press release dated September 11, 2000 entitled "HP Confirms
                   Discussions Regarding Possible Acquisition of
                   PricewaterhouseCoopers' Consulting Business."

EX-99.1

                                                                    EXHIBIT 99.1

HP CONFIRMS DISCUSSIONS REGARDING POSSIBLE ACQUISITION OF
PRICEWATERHOUSECOOPERS' CONSULTING BUSINESS

         PALO ALTO, Calif.--Sept. 11, 2000--Hewlett-Packard Company today
confirmed published reports that it is in discussions with
PricewaterhouseCoopers with respect to a possible acquisition of PwC's global
management and information technology consulting practice.

         HP's overall business strategy is to invent useful customer solutions
at the intersection of e-services, information appliances and an always-on
Internet infrastructure. Consistent with this strategy, HP has been
strengthening its professional services capabilities to provide customers with
comprehensive technology solutions as they transform their businesses. The
acquisition of the PwC consulting practice would complement HP's offerings by
further strengthening the linkage between business process transformation and
technology implementation.

         Terms of the transaction have not been agreed upon, and significant
issues remain to be resolved, but the parties are contemplating a cash-and-stock
acquisition at a price in the $17 billion to $18 billion range. The combination
is expected to be accretive to HP's current 15 percent revenue growth guidance
and mildly dilutive to its cash earnings per share (EPS) in fiscal year 2001 and
approximately neutral to cash EPS in fiscal year 2002, the first full fiscal
year of operations.

         PricewaterhouseCoopers are HP's independent accountants, and, as the
parties proceed with a transaction, it is expected that the audit engagement
will be terminated in light of auditor independence requirements.

         HP said there can be no assurances that discussions with PwC will
result in any transaction or on what terms a transaction may take place.

         About HP

         Hewlett-Packard Company -- a leading global provider of computing and
imaging solutions and services -- is focused on making technology and its
benefits accessible to individuals and businesses through simple appliances,
useful e-services and an Internet infrastructure that's always on.

         HP has 86,000 employees worldwide and had total revenue from continuing
operations of $42.4 billion in its 1999 fiscal year. Information about HP and
its products can be found on the World Wide Web at http://www.hp.com.

         This news release contains forward-looking statements that involve
risks, uncertainties and assumptions. The words "expect," "guidance" and similar
expressions may identify forward-looking statements. These risks include the
possibility that HP and PwC may not consummate the



acquisition; the challenge of integrating the PwC and HP consulting businesses;
the possibility that the combined businesses may fail to achieve desired
synergies and that, after the acquisition, HP as a whole and the consulting
business on its own may fail to achieve revenue and profit expectations; the
difficulty for HP of transitioning to new independent accountants; and other
risks that are described from time to time in HP's Securities and Exchange
Commission reports, including but not limited to the annual report on Form 10-K
for the year ended Oct. 31, 1999, and subsequently filed quarterly reports. If
any of these risks or uncertainties materializes or any of these assumptions
proves incorrect, HP's results could differ materially from HP's expectations in
these statements. HP does not intend to update these forward-looking statements.




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