HP INC — Director's Dealing 2006

May 23, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2006-05-19

Reporting Person: FLAXMAN JON E (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-19	Common Stock	M	5118	$24.125	Acquired	120480.6669	Direct
2006-05-19	Common Stock	M	23036	$29.63	Acquired	143516.6669	Direct
2006-05-19	Common Stock	M	3670	$26.345	Acquired	147186.6669	Direct
2006-05-19	Common Stock	M	70000	$21.75	Acquired	217186.6669	Direct
2006-05-19	Common Stock	M	18750	$15.745	Acquired	235936.6669	Direct
2006-05-19	Common Stock	M	25000	$22.015	Acquired	260936.6669	Direct
2006-05-19	Common Stock	M	10000	$21.765	Acquired	270936.6669	Direct
2006-05-19	Common Stock	S	6700	$32.16	Disposed	264236.6669	Direct
2006-05-19	Common Stock	S	21500	$32.15	Disposed	242736.6669	Direct
2006-05-19	Common Stock	S	27200	$32.14	Disposed	215536.6669	Direct
2006-05-19	Common Stock	S	7174	$32.13	Disposed	208362.6669	Direct
2006-05-19	Common Stock	S	5300	$32.12	Disposed	203062.6669	Direct
2006-05-19	Common Stock	S	6400	$32.11	Disposed	196662.6669	Direct
2006-05-19	Common Stock	S	12900	$32.10	Disposed	183762.6669	Direct
2006-05-19	Common Stock	S	17300	$32.09	Disposed	166462.6669	Direct
2006-05-19	Common Stock	S	17400	$32.08	Disposed	149062.6669	Direct
2006-05-19	Common Stock	S	14600	$32.07	Disposed	134462.6669	Direct
2006-05-19	Common Stock	S	11500	$32.06	Disposed	122962.6669	Direct
2006-05-19	Common Stock	S	6400	$32.05	Disposed	116562.6669	Direct
2006-05-19	Common Stock	S	1200	$32.04	Disposed	115362.6669	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-19	Employee Stock Option (right to buy)	$24.125	M	5118	Disposed	2007-11-20	Common Stock (5118)	Direct
2006-05-19	Employee Stock Option (right to buy)	$29.63	M	23036	Disposed	2009-02-12	Common Stock (23036)	Direct
2006-05-19	Employee Stock Option (right to buy)	$26.345	M	3670	Disposed	2009-11-18	Common Stock (3670)	Direct
2006-05-19	Employee Stock Option (right to buy)	$21.75	M	70000	Disposed	2012-01-31	Common Stock (70000)	Direct
2006-05-19	Employee Stock Option (right to buy)	$15.745	M	18750	Disposed	2011-04-16	Common Stock (18750)	Direct
2006-05-19	Employee Stock Option (right to buy)	$22.015	M	25000	Disposed	2012-03-18	Common Stock (25000)	Direct
2006-05-19	Employee Stock Option (right to buy)	$21.765	M	10000	Disposed	2013-04-14	Common Stock (10000)	Direct

Footnotes

F1: Includes the acquisition of 86.0537 shares in April 2006 under the Hewlett-Packard Company Share Ownership Plan (the "SOP"),
and the acquisition of 0.7533 share in January 2006, and the acquisition of 0.6442 share in April 2006, each received in
lieu of cash through the dividend reinvestment program under the SOP, in transactions exempt under Rule 16b-3.

F2: This option became exercisable in four equal installments beginning November 20, 1998.

F3: Option no longer exercisable on this date.

F4: Not applicable.

F5: This option became exercisable in four equal installments beginning February 12, 2000.

F6: This option became 100% exercisable on 11/18/2002.

F7: This option became exercisable in four equal installments beginning January 31, 2003.

F8: This option became exercisable in four equal installments beginning April 16, 2004.

F9: This option became exercisable in four equal installments beginning March 18, 2005.

F10: This option became exercisable in four equal installments beginning April 14, 2006.