HP INC — Director's Dealing 2004

Feb 14, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NOVADIGM INC (NVDM)
CIK: 0000888358
Period of Report: 2004-02-04

Reporting Person: HEWLETT PACKARD CO (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	940000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
WARRANT ("RIGHT-TO-BUY")	$20.875	2004-05-01	COMMON STOCK (250000)		Direct

Footnotes

F1: On February 4, 2004, the Reporting Person, a wholly-owned subsidiary of the Reporting Person and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to certain voting agreements entered into in connection with the Merger Agreement, the Reporting Person has the right to vote 6,688,181 shares of common stock of the Issuer (including shares of common stock that may be acquired upon exercise of options that are presently exercisable or will become exercisable within 60 days of January 30, 2004). The Reporting Person disclaims beneficial ownership of these shares because it does not have a pecuniary interest in these shares.

F2: Immediate.