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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001012870-02-001840.txt : 20020418
<SEC-HEADER>0001012870-02-001840.hdr.sgml : 20020418
ACCESSION NUMBER:		0001012870-02-001840
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020417
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020418

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:		02614011

	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>d8k.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 OF
                       THE SECURITIES EXCHANGE ACT OF 1934



        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 17, 2002



                             HEWLETT-PACKARD COMPANY
             (Exact name of Registrant as specified in its charter)


<TABLE>
<S>                                    <C>                           <C>
           DELAWARE                             1-4423                     94-1081436
(State of other jurisdiction of        (Commission File Number)          (I.R.S. Employee
 incorporation or organization)                                       Identification Number)
</TABLE>

                               3000 HANOVER STREET
                               PALO ALTO, CA 94034
                    (Address of principal executive offices)

                                 (650) 857-1501
              (Registrant's telephone number, including area code)


                                      -1-

<PAGE>

ITEM 5.  OTHER EVENTS.

On April 17, 2002, Hewlett-Packard Company, a Delaware corporation (the
"Company"), issued a press release announcing the results of the preliminary
tally of votes by the independent inspector of elections in connection with HP's
proposed issuance of shares as a part of its pending merger transaction with
Compaq Computer Corporation. A copy of this 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 April 17,
                  2002.


                                    SIGNATURE

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

                                                 HEWLETT-PACKARD COMPANY


Date:  April 17, 2002                            By:  /s/  Charles N. Charnas
                                                      ------------------------
                                                        Charles N. Charnas
                                                        Assistant Secretary


                                       -2-

<PAGE>

                                  EXHIBIT INDEX

 99.1     Press release of Hewlett-Packard Company, issued on April 17, 2002.


                                       -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    Exhibit 99.1

                                                         Hewlett-Packard Company
                      [LOGO OF HP INVENT]                3000 Hanover Street
                                                         Mail Stop 1048
                                                         Palo Alto, CA 94304
                                                         www.hp.com


Editorial Contacts:     HP SHAREOWNERS APPROVE COMPAQ
                        MERGER PROPOSAL, ACCORDING TO
Judy Radlinsky, HP      PRELIMINARY VOTE TALLY
+1 650 857 5034
judy_radlinsky@hp.com
- ---------------------

Rebeca Robboy, HP
+1 650 857 2064
rebeca_robboy@hp.com
- --------------------

                        PALO ALTO, Calif., April 17, 2002 -- Hewlett-Packard
                        Company (NYSE:HWP) today announced that the preliminary
                        vote tally from the March 19 special meeting of HP
                        shareowners affirms that the proposal was approved.

                        The preliminary vote tally, prepared by the independent
                        inspectors of election, shows that HP shareowners voted
                        in favor of the merger by a margin of approximately 45
                        million shares. Moreover, shareowners not affiliated
                        with the Hewlett and Packard families and their
                        foundations voted for the merger by a margin of roughly
                        2:1.

                        Votes "FOR" the merger totaled approximately 837.9
                        million. Votes "AGAINST" the merger totaled
                        approximately 792.6 million, of which almost half were
                        affiliated with the Hewlett and Packard families and
                        foundations. An insignificant number of votes cast
                        remain unresolved.

                        "We are gratified the preliminary vote tally validates
                        that HP shareowners voted the majority of their shares
                        in support of the merger," said Carly Fiorina, HP
                        chairman and chief executive officer. "We are eager to
                        put this difficult period behind us and look forward to
                        doing business as the new HP."

                        If Walter Hewlett demands a recount, both parties will
                        participate in a review of the proxies, which HP expects
                        would begin promptly and last approximately one week. In
                        addition, the final tally is subject to a challenge
                        process that could take another one to two days.
                        Following completion of any recount and challenge, the
                        independent inspectors of election will release a final,
                        certified vote tally.

<PAGE>

April 17, 2002          About HP
                        --------
Page 2
                        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 of $45.2 billion in its
                        2001 fiscal year. Information about HP and its products
                        can be found on the World Wide Web at http://www.hp.com.
                                                              ------------------

                                                # # #

                        This document contains forward-looking statements that
                        involve risks, uncertainties and assumptions. If any of
                        these risks or uncertainties materializes or any of
                        these assumptions proves incorrect, the results of HP
                        and its consolidated subsidiaries could differ
                        materially from those expressed or implied by such
                        forward-looking statements.

                        All statements other than statements of historical fact
                        are statements that could be deemed forward-looking
                        statements, including predictions regarding the outcome
                        and certification of the vote on the merger or the
                        closing of the merger; statements regarding future
                        improvement of HP generally or specifically its
                        profitability, earnings, revenues, synergies, accretion
                        or other financial items; statements about the plans,
                        strategies and objectives of management for future
                        operations, including the execution of integration and
                        restructuring plans; statements regarding future
                        economic conditions or performance; statements of
                        belief; statements regarding the outcome of litigation;
                        and statements of assumptions underlying any of the
                        foregoing.

                        The risks, uncertainties and assumptions referred to
                        above include the actual certified results of the vote
                        on the proposal to issue shares of HP common stock in
                        connection with the merger; the ability of HP to retain
                        and motivate key employees; the timely development,
                        production and acceptance of products and services and
                        their feature sets; the challenge of managing asset
                        levels, including inventory; the flow of products into
                        third-party distribution channels; the difficulty of
                        keeping expense growth at modest levels while increasing
                        revenues; the challenges of integration and
                        restructuring associated with the merger or other
                        planned acquisitions and the challenges of achieving
                        anticipated synergies; the possibility that the merger
                        or other planned acquisitions may not close or that HP,
                        Compaq or other parties to planned acquisitions may be
                        required to modify some aspects of the acquisition
                        transactions in order to obtain regulatory approvals;
                        the assumption of maintaining revenues on a combined
                        company basis following the close of the merger or other
                        planned acquisitions; and other risks that are described
                        from time to time in HP's Securities and Exchange
                        Commission reports, including but not limited to HP's
                        annual report on Form 10-K, as amended on January 30,
                        2002, for the fiscal year ended October 31, 2001, and
                        subsequently filed reports, and HP's registration
                        statement on Form S-4 filed on February 5, 2002.

                        HP assumes no obligation and does not intend to update
                        these forward-looking statements.

<PAGE>

April 17, 2002          Additional Information About the Merger and Where to
Page 3                  ----------------------------------------------------
                        Find It
                        -------

                        On February 5, 2002, HP filed a registration statement
                        with the SEC containing a definitive joint proxy
                        statement/prospectus regarding the merger. Investors and
                        security holders of HP and Compaq are urged to read the
                        definitive joint proxy statement/prospectus filed with
                        the SEC on February 5, 2002 and any other relevant
                        materials filed by HP or Compaq with the SEC because
                        they contain, or will contain, important information
                        about HP, Compaq and the merger. The definitive joint
                        proxy statement/prospectus and other relevant materials
                        (when they become available), and any other documents
                        filed by HP or Compaq with the SEC, may be obtained free
                        of charge at the SEC's Web site at www.sec.gov. In
                                                           -----------
                        addition, investors and security holders may obtain free
                        copies of the documents filed with the SEC by HP by
                        contacting HP Investor Relations, 3000 Hanover Street,
                        Palo Alto, California 94304, 650-857-1501. Investors and
                        security holders may obtain free copies of the documents
                        filed with the SEC by Compaq by contacting Compaq
                        Investor Relations, P.O. Box 692000, Houston, Texas
                        77269-2000, 800-433-2391.

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