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HP INC Director's Dealing 2003

Dec 16, 2003

30213_dirs_2003-12-15_6f2c9224-01c4-46f5-b81f-a55095801992.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2003-10-31

Reporting Person: FIORINA CARLETON S (Director, Chairman and, Chief Executive Officer)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2003-01-08 Dividend Equivalent Rights $ A 3115 Acquired Common Stock (3115) Direct
2003-04-09 Dividend Equivalent Rights $ A 4007 Acquired Common Stock (4007) Direct
2003-07-09 Dividend Equivalent Rights $ A 2763 Acquired Common Stock (2763) Direct
2003-10-08 Dividend Equivalent Rights $ A 3080 Acquired Common Stock (3080) Direct

Footnotes

F1: Represents dividend equivalent rights ("DERs") accrued on restricted stock units held by the Reporting Person. Shares of Common Stock will be issused on a 1-for-1 basis to the Reporting Person upon the first to occur of the following: (i) July 17, 2004, which is the fifth anniversary of the grant date of the restricted stock units with respect to which the DERs are issued, (ii) a change in control of HP or (iii) the Reporting Person's termination of employment from HP.

F2: Not Applicable.

F3: Not required, until the system is modified "0" is being used as an incorrect placeholder.

F4: 1-for-1