HP INC — Director's Dealing 2004

Jul 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-07	Dividend Equivalent Rights	$	A	3125	Acquired		Common Stock (3125)	Direct

Footnotes

F1: 1-for-1.

F2: Represents dividend equivalent rights ("DERs") accrued on restricted stock units held by the Reporting Person. Shares of Common Stock will be issued 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 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.

F3: Not applicable.