HP INC — Director's Dealing 2011

Jan 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-01-15

Reporting Person: McMullen John N (SVP & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-15	Common Stock	M	1457	$46.25	Acquired	9224	Direct
2011-01-15	Common Stock	F	599	$46.25	Disposed	8625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-15	Restricted Stock Units	$	M	1457	Disposed		Common Stock (1457)	Direct
2010-12-30	Restricted Stock Units	$	A	2.2792	Acquired		Common Stock (2.2792)	Direct
2010-12-30	Restricted Stock Units	$	A	5.3649	Acquired		Common Stock (5.3649)	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 2,870 restricted stock units ("RSUs"), 1,435 of which vested on 01/15/10, and 1,435 of which vested 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 in column 5 includes 2.7165 vested dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10, and a deminimus adjustment of 0.7579 due to fractional rounding of the dividend equivalent rights.

F3: As previously reported, on 12/10/09 the reporting person was granted 2,408 restricted stock units ("RSUs"), 1,204 of which vested on 12/10/10 and 1,204 of 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 number of derivative securities beneficially owned in column 9 includes 2.2792 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.

F4: As previously reported, on 12/10/10 the reporting person was granted 2,834 restricted stock units ("RSUs"), 1,417 of which will vest on each of 12/10/11 and 12/10/12. 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 5.3649 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.