HP INC — Director's Dealing 2004

Jul 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2004-07-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-17	Common Stock	M	795878	—	Acquired	1148167	Direct
2004-07-17	Common Stock	F	284527	$19.77	Disposed	863640	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-17	Restricted Stock Units (Right to Acquire)	$	M	795878	Disposed	2004-07-17	Common Stock (795878)	Direct

Footnotes

F1: This item relates to the distribution of common stock to the Reporting Person in connection with the expiration of the five-year anniversary of restricted stock units granted under the Reporting Person's initial employment agreement with Hewlett-Packard Company ("HP") initially reported on Form 5 on Decemeber 14, 1999. This distribution is required to be reported as both an exempt disposition of the restricted stock units to HP as well as the exempt acquisition of the underlying common stock by the Reporting Person.

F2: Not applicable.

F3: Surrender of shares under the Hewlett-Packard Company 1995 Incentive Stock Plan, as amended, to satisfy a tax withholding obligation exempt under Rule 16b-3.

F4: 1-for-1.