HP INC — Director's Dealing 2009

Oct 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2009-10-07

Reporting Person: Baldauf Sari M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-07	Common Stock	M	1000	$32.45	Acquired	12114.2297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-10-07	Employee Stock Option (right to buy)	$32.45	M	1000	Disposed	2014-04-17	Common Stock (1000)	Direct
2009-07-01	Restricted Stock Units	$	A	8.9473	Acquired	2019-04-20	Common Stock (8.9473)	Direct

Footnotes

F1: The total includes the acquisition of (i) .020364 shares on 07/01/09 which were received in lieu of cash under the Hewlett-Packard Company Dividend Reinvestment/Stock Purchase Plan ("DRIP") in a transaction exempt under Rule 16b-3, and (ii) 10.482000 shares on 04/01/09, and 19.290800 shares on 07/01/09 through the broker's dividend reinvestment plan that operates on substantially similar terms to HP's DRIP thereby qualifying for the Rule 16a-11 exemption. The ending total beneficial ownership reflects a deminimus adjustment of .000017 shares due to the rounding and prior reporting of fractional shares.

F2: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F3: As previously reported, on 04/20/09 the reporting person was granted 4,326 restricted stock units ("RSUs"), all of which will cliff vest on 04/20/10. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. There were 8.9473 dividend equivalent rights at $38.68 per RSU credited to the reporting person's account on 07/01/09.