HP INC — Director's Dealing 2004

Jul 24, 2004

SEC Form 5/A — Form 5/A

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 1999-10-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
1999-07-17	Common Stock	A	290000	—	Acquired	290000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1999-07-17	Restricted Stock Units	$	A	290000	Acquired		Common Stock (290000)	Direct
1999-10-13	Dividend Equivalent Rights	$	A	552	Acquired		Common Stock (552)	Direct
1999-07-17	Stock Option (Right to Buy)	$113.03	A	600000	Acquired	2009-07-16	Common Stock (600000)	Direct

Footnotes

F1: Award of restricted stock under the Hewlett-Packard Company 1995 Incentive Stock Plan complying with Rule 16b-3.

F2: Not applicable.

F3: 1-for-1.

F4: 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.

F5: Represents dividend equivalent rights issued in connection with the restricted stock units.

F6: 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.