HP INC — Director's Dealing 2011

Jan 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2011-01-07

Reporting Person: Murrin James T (SVP, Controller & PAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-07	Common Stock	M	6000	$30.09	Acquired	69300.4004	Direct
2011-01-07	Common Stock	S	6000	$45.00	Disposed	63300.4004	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-07	Employee Stock Option (right to buy)	$30.09	M	6000	Disposed	2011-02-26	Common Stock (6000)	Direct
2010-12-30	Restricted Stock Units	$	A	5.6981	Acquired		Common Stock (5.6981)	Direct
2010-12-30	Restricted Stock Units	$	A	5.6981	Acquired		Common Stock (5.6981)	Direct
2010-12-30	Restricted Stock Units	$	A	13.4046	Acquired		Common Stock (13.4046)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11594.1358	Indirect

Footnotes

F1: The total includes the acquisition of 19.3849 shares at $42.0244 per share received on 12/30/10 through dividends paid under the HP Share Ownership Plan ("SOP") with respect to shares held under the SOP.

F2: The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/06/10.

F3: These shares were held indirectly under the Issuer's 401(k) Plan as of 12/31/10. Fidelity Investments Institutional Services Company, Inc. accounts for holdings in the stock fund in units, comprised of stock and cash reserves. The shares reported represent an approximate value based upon the fund balance and market value of Issuer's common stock.

F4: This option became exercisable in four equal annual installments beginning on this date.

F5: This option is no longer exercisable beginning on this date.

F6: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F7: As previously reported, on 01/15/09 the reporting person was granted 6,020 restricted stock units ("RSUs"), 3,010 of which vested on 01/15/10, and 3,010 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 5.6981 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.

F8: As previously reported, on 12/10/09 the reporting person was granted 6,020 restricted stock units ("RSUs"), 3,010 of which vested on 12/10/10 and 3,010 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 5.6981 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.

F9: On 12/10/10 the reporting person was granted 7,081 restricted stock units ("RSUs"), 3,540 of which will vest on 12/10/11 and 3,541 of which will vest on 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 13.4046 dividend equivalent rights at $42.26 per RSU credited to the reporting person's account on 12/30/10.