HP INC — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEWLETT PACKARD CO (HPQ)
CIK: 0000047217
Period of Report: 2012-01-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-30	Common Stock	M	30000	$21.75	Acquired	97079.2079	Direct
2012-01-30	Common Stock	S	30000	$27.28	Disposed	67079.2079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-30	Employee Stock Option (right to buy)	$21.75	M	30000	Disposed	2012-01-31	Common Stock (30000)	Direct
2012-01-04	Restricted Stock Units	$	A	15.9624	Acquired		Common Stock (15.9624)	Direct
2012-01-04	Restricted Stock Units	$	A	35.1615	Acquired		Common Stock (35.1615)	Direct
2012-01-04	Restricted Stock Units	$	A	92.3351	Acquired		Common Stock (92.3351)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11747.3038	Indirect

Footnotes

F1: The sale reported on this Form 4 was effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 6, 2011.

F2: These shares were held indirectly under the Issuer's 401(k) Plan as of 12/30/11. 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.

F3: This option became exercisable in four annual installments beginning on this date.

F4: Each restricted stock unit represents a contingent right to receive one share of HP common stock.

F5: As previously reported, on 12/10/10 the reporting person was granted 7,081 restricted stock units ("RSUs"), 3,540 of which vested 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 15.9624 dividend equivalent rights being reported reflect 15.9624 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

F6: As previously reported, on 08/01/11 the reporting person was granted 10,400 restricted stock units ("RSUs"), 2,600 of which vested on 10/31/11, 5,200 of which will vest on 10/31/12, and 2,600 of which will vest on 04/30/13. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 35.1615 dividend equivalent rights being reported reflect 35.1615 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.

F7: As previously reported, on 12/12/11 the reporting person was granted 20,483 restricted stock units ("RSUs"), 6,827 of which will vest on 12/12/12, and 6,828 of which will vest on each of 12/12/13 and 12/12/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 92.3351 dividend equivalent rights being reported reflect 92.3351 dividend equivalent rights at $26.62 per RSU credited to the reporting person's account on 01/04/12.