SC TO-T/A

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

SCHEDULE TO

(Amendment No. 8)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

MERCURY INTERACTIVE CORPORATION
(Name of subject company (Issuer))

MARS LANDING CORPORATION
HEWLETT-PACKARD COMPANY
(Name of Filing Persons (Offerors))

Common Stock, par value $0.002 per share
(Title of classes of securities) 589405109
(CUSIP number of common stock)

Charles N. Charnas, Esq.
Acting General Counsel, Vice President and Assistant Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of Filing Persons)

Copies to:

David K. Ritenour, Esq.
Senior Counsel
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501 Larry W. Sonsini, Esq.
Michael S. Ringler, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$4,638,245,508	$496,293

(1)

Estimated for purposes of calculating the filing fee only. This amount is based upon an estimate of the maximum number of shares to be purchased pursuant to the tender offer at the tender offer price of $52.00 per Share.

(2)

The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $107 for each $1,000,000 of value.

ý

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$496,293	Filing Party:	Mars Landing Corporation and Hewlett-Packard Company
Form of Registration No.:	Schedule TO	Date Filed:	August 17, 2006

o

Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

o

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third party tender offer subject to Rule 14d-1

o

issuer tender offer subject to Rule 13e-4

o

going private transaction subject to Rule 13e-3

o

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ý

        This Amendment No. 8 to the Tender Offer Statement on Schedule TO (this "Amendment"), filed with the Securities and Exchange Commission (the "SEC") on November 7, 2006, amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on August 17, 2006 (the "Initial Statement"), as amended, and relates to the offer by Mars Landing Corporation, a Delaware corporation (the "Offeror") and wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation (the "Parent"), to purchase all outstanding shares of common stock, par value $0.002 per share (the "Shares"), of Mercury Interactive Corporation, a Delaware corporation (the "Company"), at a purchase price of $52.00 per Share (or any higher price per Share that is paid in the tender offer), net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 17, 2006 (which, together with any amendments and supplements thereto, collectively constitute the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

        The Offer is made pursuant to the Agreement and Plan of Merger, dated as of July 25, 2006, among the Offeror, the Parent and the Company.

        The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Initial Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 8 and 11.    Interest in Securities of the Subject Company; Additional Information.

        Items 8 and 11 of the Schedule TO are hereby amended and supplemented by including the following:

        "On November 6, 2006, the guaranteed delivery period for the Offer expired. In the Offer, after giving effect to the settlement of Shares tendered by Notice of Guaranteed Delivery, 84,985,209 Shares were validly tendered and not withdrawn, representing approximately 95.3 percent of the outstanding Shares.

        On November 7, 2006, the Parent announced that the closing of the second step merger of the Offeror with and into the Company occurred on November 6, 2006. In connection with the Merger, each outstanding Share not tendered in the Offer (other than Shares held by the Company, the Parent, the Offeror or stockholders who properly perfect appraisal rights under Delaware law) was converted into the right to receive $52.00 per Share, net to the seller in cash without interest thereon, less any required withholding taxes. The Company is the Surviving Corporation and is now a wholly-owned subsidiary of the Parent."

        The full text of the press release announcing the closing of the Merger is filed as Exhibit (a)(5)(viii) hereto and is incorporated herein by reference."

Item 12.    Exhibits

(a)(1)(i)	Offer to Purchase, dated August 17, 2006.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Instructions for the Requestor of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.*
(a)(1)(viii)	Form of Summary Advertisement as published on August 17, 2006 in The Wall Street Journal.*
(a)(5)	Press Release issued by the Parent on July 25, 2006.*
(a)(5)(ii)	Press Release issued by the Parent on September 15, 2006.*
(a)(5)(iii)	Press Release issued by the Parent on September 29, 2006.*
(a)(5)(iv)	Press Release issued by the Parent on October 16, 2006.*
(a)(5)(v)	Press Release issued by the Parent on October 25, 2006.*
(a)(5)(vi)	Press Release issued by the Parent on October 30, 2006.*
(a)(5)(vii)	Press Release issued by the Parent on November 2, 2006.*
(a)(5)(viii)	Press Release issued by the Parent on November 7, 2006.
(b)	None.
(d)	Agreement and Plan of Merger, dated as of July 25, 2006, by and among the Parent, the Offeror and the Company.*
(d)(2)	Form of Tender and Voting Agreement entered into between the Parent and each of Brad Boston, Joseph Costello, Sandra Escher, Stanley Keller, Igal Kohavi, James Larson, David Murphy, Clyde Ostler, Yuval Scarlat, Yair Shamir, Brian Stein, Giora Yaron and Anthony Zingale on July 25, 2006.*
(g)	None.
(h)	None.

*

Previously filed.

        After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

MARS LANDING CORPORATION
By:	/s/  JON E. FLAXMAN
	Name: Jon E. Flaxman
	Title: Treasurer and Secretary
HEWLETT-PACKARD COMPANY
By:	/s/  CHARLES N. CHARNAS
	Name: Charles N. Charnas
	Title: Acting General Counsel, Vice President and Assistant Secretary

Dated November 7, 2006

EX-99.(A)(5)(VIII)

Exhibit (a)(5)(viii)

News release

	HP Closes Landmark Mercury Acquisition; Companies Unite to Lead in Business Technology Optimization Software
Editorial contacts: Jim Jackson, HP +1 970 898 2357 jim.jackson2@hp.com Lisa Poulson Burson-Marsteller for HP +1 415 591 4055 lisa.poulson@bm.com HP Media Hotline +1 866 266 7272 pr@hp.com www.hp.com/go/newsroom Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304 www.hp.com	PALO ALTO, Calif., Nov. 7, 2006—HP today announced that it has completed its acquisition of Mercury Interactive Corp., the largest software acquisition in HP's history. The deal integrates Mercury's leading application management and delivery and IT governance capabilities with HP's broad portfolio of management solutions to create a new HP Software organization that will lead the industry in business technology optimization (BTO). "Software is an important driver of growth for HP, and we are delighted that Mercury's products, people and customers are joining the new HP Software organization," said Mark Hurd, HP chairman and chief executive officer. BTO is a category of software and services that helps chief information officers enhance the value and optimize the business outcomes of IT investments. Customers worldwide are adopting HP's BTO offerings to automate critical IT functions across strategy, applications and operations. "HP Software—the combination of HP and Mercury—is 100 percent focused on benefiting our clients. We're about serving the CIO as a trusted partner with a singular focus on his or her success," said Thomas E. Hogan, senior vice president, Software, HP. "IT has transformed the way business is conducted over the past 25 years. It is now time to help IT transform itself." Comprising the industry's most comprehensive suite of IT management software, the new HP Software portfolio will help customers:
	•	Align IT resources with prioritized business needs to maximize business impact;
	•	Ensure that mission-critical applications adhere to required levels of performance and quality;
	•	Enable the safe and successful deployment of service-oriented architecture-based business services;
	•	Automate services for improved efficiencies, service levels and innovation;
	•	Better manage and leverage IT assets;
	•	Link applications and services with underlying infrastructure to provide a holistic view to dependencies and the impact of change; and
	•	Facilitate risk mitigation with leading solutions for change and access management.
	"IT today is all about business. The CIO's mission is focused on driving value and competitive advantage. Operationally, it's about running IT with the same disciplines and rigors with which you run a business—this is where HP Software is focused. We believe we are delivering solutions to challenges that our competition has yet to contemplate," added Hogan.
	"The HP and Mercury merger combines the leaders in managing IT operations and applications and provides Young & Rubicam Brands with a real strategic partner to help us tackle our biggest IT challenges, including proactive problem resolution, change management and delivering consistent business results," said Lawrence Baxter, chief information officer, Young & Rubicam Brands.

Upon the closing of the merger, all remaining outstanding Mercury shares, other than those held by stockholders who properly perfect appraisal rights under Delaware law, were converted into the right to receive $52.00 per share in cash. As a result of the merger, Mercury has become a wholly-owned subsidiary of HP.

More information about this announcement is available in an online press kit at www.hp.com/go/MercuryAcquisition.

Industry analyst call
HP is holding a call for industry analysts at 10 a.m. ET / 7 a.m. PT today. The call will be hosted by David Gee, vice president of marketing for Software at HP.

U.S. dial-in: +1 877 237 5949; International dial-in: +1 706 634 0823; conference ID 1463767.

A replay of the call will be available until Dec. 7. U.S. replay dial-in: +1 800 642 1687; International replay dial-in: +1 706 645 9291; conference ID 1463767.

About HP
HP is a technology solutions provider to consumers, businesses and institutions globally. The company's offerings span IT infrastructure, global services, business and home computing, and imaging and printing. For the four fiscal quarters ended July 31, 2006, HP revenue totaled $90.0 billion. More information about HP (NYSE, Nasdaq: HPQ) is available at www.hp.com.

Forward-looking statements
This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; any projections of earnings, revenues, synergies, accretion, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the parties are unable to successfully implement integration strategies; and other risks that are described from time to time in HP's Securities and Exchange Commission reports, including but not limited to the risks described in HP's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2006 and other reports filed after HP's Annual Report on Form 10-K for the fiscal year ended October 31, 2005. HP assumes no obligation and does not intend to update these forward-looking statements.

Note to editors: HP news releases are available via RSS feed at www.hp.com/hpinfo/rss.html.

© 2006 Hewlett-Packard Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP shall not be liable for technical or editorial errors or omissions contained herein.

11/2006