HP INC — Director's Dealing 2009

Oct 24, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2009-10-21

Reporting Person: Holston Michael J (EVP, GC & SEC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-21	Common Stock	M	40000	$40.755	Acquired	96480	Direct
2009-10-21	Common Stock	S	40000	$49.00	Disposed	56480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-21	Employee Stock Option (right to buy)	$40.755	M	40000	Disposed	2015-02-22	Common Stock (40000)	Direct
2009-10-01	Restricted Stock Units	$	A	28.1959	Acquired		Common Stock (28.1959)	Direct

Footnotes

F1: The sale reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2009.

F2: This option became exercisable in four equal annual installments beginning on this date.

F3: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F4: As previously reported, on 01/15/09 the reporting person was granted 16,410 restricted stock units ("RSUs"), 8,205 of which will vest on each of 01/15/10 and 01/15/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 28.19590 dividend equivalent rights being reported reflect 28.19590 dividend equivalent rights at $45.960 per RSU credited to the reporting person's account on 10/01/09.