HP INC — Director's Dealing 2010

Jan 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2010-01-15

Reporting Person: HURD MARK V (Director, Chm, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-15	Common Stock	M	36653	$52.47	Acquired	494280	Direct
2010-01-15	Common Stock	F	15270	$52.47	Disposed	479010	Direct
2010-01-18	Common Stock	F	24897	$52.47	Disposed	454113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-15	Restricted Stock Units	$	M	36653	Disposed		Common Stock (36653)	Direct
2010-01-06	Restricted Stock Units	$	A	97.225	Acquired		Common Stock (97.225)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F2: As previously reported, on 01/15/09 the reporting person was granted 72,740 restricted stock units ("RSUs"), 36,370 of which vested on 01/15/10, and 36,370 of which will vest on 01/15/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The number of derivative securities beneficially owned in column 9 includes 111.5217 dividend equivalent rights at $52.18 per RSU credited to the reporting person's account on 01/06/10, and a deminimus adjustment of .0678 due to fractional rounding of the dividend equivalent rights.

F3: As previously reported, on 12/10/09 the Reporting Person was granted 63,415 restricted stock units ("RSUs"), 31,707 of which will vest on 12/10/10 and 31,708 which will vest on 12/10/11. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 97.2250 dividend equivalent rights being reported reflect 97.2250 dividend equivalent rights at $52.18 per RSU credited to the Reporting Person's account on 01/06/10.