<SEC-DOCUMENT>0000912057-01-532596.txt : 20011008
<SEC-HEADER>0000912057-01-532596.hdr.sgml : 20011008
ACCESSION NUMBER:		0000912057-01-532596
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010917
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20010918

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HEWLETT PACKARD CO
		CENTRAL INDEX KEY:			0000047217
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER & OFFICE EQUIPMENT [3570]
		IRS NUMBER:				941081436
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04423
		FILM NUMBER:		1739844

	BUSINESS ADDRESS:	
		STREET 1:		3000 HANOVER ST
		CITY:			PALO ALTO
		STATE:			CA
		ZIP:			94304
		BUSINESS PHONE:		4158571501

	MAIL ADDRESS:	
		STREET 1:		3000 HANOVER ST
		STREET 2:		MS 20BL
		CITY:			PALO ALTO
		STATE:			CA
		ZIP:			94304
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2059499z8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549-1004


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 17, 2001


                             HEWLETT-PACKARD COMPANY

               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


            DELAWARE                      1-4423                94-1081436

(STATE OR OTHER JURISDICTION OF        (COMMISSION           (I.R.S. EMPLOYER
         INCORPORATION)                FILE NUMBER)         IDENTIFICATION NO.)


                               3000 HANOVER STREET
                               PALO ALTO, CA 94304

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                 (650) 857-1501

              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

<PAGE>

ITEM 5.  OTHER EVENTS

         On September 17, 2001, Hewlett-Packard Company issued a press release
announcing that it has resumed its normal stock repurchase activities, and that
it has authorization of approximately $1.8 billion available for the repurchase
of shares as part of its share repurchase programs. A copy of the press release
is attached as an exhibit to this Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits.

              99.1  Press release of Hewlett-Packard Company, issued on
                    September 17, 2001.

<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act or 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        HEWLETT-PACKARD COMPANY


Date:  September 18, 2001               By: /s/ Ann O. Baskins
                                            -----------------------------------
                                        Ann O. Baskins
                                        Vice President, General
                                        Counsel and Secretary


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2059499zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<Page>
                  HP ANNOUNCES RESUMPTION OF SHARE REPURCHASES


PALO ALTO, Calif., Sept. 17, 2001 -- Hewlett-Packard Company (NYSE:HWP) today
announced that it has resumed its normal stock repurchase activities. The
company has authorization of approximately $1.8 billion available for the
repurchase of shares as part of the company's share repurchase programs. These
programs had been suspended during the negotiation of the HP and Compaq Computer
Corp. merger agreement, which was announced on Sept. 4.

"We have enormous confidence in the underlying strength of the U.S. economy and
the long-term health of the technology sector," said Carly Fiorina, chairman and
chief executive offer. "We're also confident in the power of the HP/Compaq
combination and the value it will create for shareowners, customers, partners
and employees. Therefore, at current price levels, we believe HP's stock
represents a compelling investment opportunity for the company."

ABOUT HP

Hewlett-Packard Company -- a leading global provider of computing and imaging
solutions and services -- is focused on making technology and its benefits
accessible to all. HP had total revenue from continuing operations of $48.8
billion in its 2000 fiscal year. Information about HP and its products can be
found on the World Wide Web at HTTP://WWW.HP.COM.

                                      # # #



<Page>

This news release and the attached fact sheet contain forward-looking statements
that involve risks, uncertainties and assumptions. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. For example, statements of expected synergies,
accretion, timing of closing, industry ranking, execution of integration plans
and management and organizational structure are all forward-looking statements.
Risks, uncertainties and assumptions include the possibility that the market for
the sale of certain products and services may not develop as expected; that
development of these products and services may not proceed as planned; that the
Compaq transaction does not close or that the companies may be required to
modify aspects of the transaction to achieve regulatory approval; or that prior
to the closing of the proposed merger, the businesses of the companies suffer
due to uncertainty; that the parties are unable to transition customers,
successfully execute their integration strategies, or achieve planned synergies;
other risks that are described from time to time in HP's Securities and Exchange
Commission reports (including but not limited to the annual report on Form 10-K
for the year ended Oct. 31, 2000, and subsequently filed reports). If any of
these risks or uncertainties materializes or any of these assumptions proves
incorrect, HP's results could differ materially from HP's expectations in these
statements. HP assumes no obligation and does not intend to update these
forward-looking statements.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
