SEC FORM 5/A

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

FIORINA CARLETON S

(Last)

(First)

(Middle)

C/O HEWLETT-PACKARD COMPANY

3000 HANOVER STREET

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEWLETT PACKARD CO [ HPQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	President and		Chief Executive Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/1999

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/14/1999

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/17/1999		A⁽¹⁾	290,000	A	⁽²⁾	290,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	07/17/1999		A⁽⁴⁾	290,000		⁽⁴⁾	⁽⁴⁾	Common Stock	290,000	⁽²⁾	290,000	D
Dividend Equivalent Rights	⁽³⁾	10/13/1999		A⁽⁵⁾	552		⁽⁴⁾	⁽⁴⁾	Common Stock	552	⁽²⁾	552	D
Stock Option (Right to Buy)	$113.03	07/17/1999		A⁽⁶⁾	600,000		07/17/2000	07/16/2009	Common Stock	600,000	⁽²⁾	600,000	D

Explanation of Responses:

1. Award of restricted stock under the Hewlett-Packard Company 1995 Incentive Stock Plan complying with Rule 16b-3.

2. Not applicable.

3. 1-for-1.

4. Represents restricted stock units issued to the Reporting Person. Shares of common stock will be issued on a 1-for-1 basis to the Reporting Person upon the first of the following to occur: (1) July 17, 2004, which is the fifth anniversary of the grant date; (ii) a change in control of the issuer; or (iii) the Reporting Person's termination of employement from the issuer.

5. Represents dividend equivalent rights issued in connection with the restricted stock units.

6. Right to buy common stock granted under the Hewlett-Packard Company 1995 Incentive Stock Plan complying with Rule 16b-3. This option will become exercisable in 25% increments annually, with the options to purchase the first 150,000 shares becoming exercisable on July 17, 2000.

	Charles N. Charnas, Attorney-in-Fact	07/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.