Hewlett-Packard (HPQ)

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)    On September 22, 2006, the Board of Directors of Hewlett-Packard Company (“HP”) accepted the resignation of Patricia C. Dunn as non-executive Chairman of the Board and director, effective immediately. Ms. Dunn has confirmed to the HP Board that she does not have any disagreement with HP’s operations, policies or practices. Ms. Dunn also has stated to the HP Board that she expects that the independent review of investigative methods and HP’s Standards of Business Conduct previously announced by HP will be completed. The text of HP’s press release entitled “Patricia Dunn Resigns from HP Board” is filed with this report as Exhibit 99.1.

The HP Board also has appointed Mark V. Hurd, Chief Executive Officer and President of HP, as Chairman of the Board, effective immediately.  In addition, the independent directors of the HP Board have designated Richard A. Hackborn, a member of the HP Board since 1992, as lead independent director, effective immediately.  The text of HP’s press release entitled “Mark Hurd Named HP Chairman, in Addition to His Roles as President and CEO” is filed with this report as Exhibit 99.2.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b)                                 On September 12, 2006, Patricia C. Dunn resigned as non-executive Chairman of the Board of Directors of Hewlett-Packard Company (“HP”) effective at the adjournment of the regularly scheduled meeting of the Board of Directors of HP to be held on January 18, 2007.  At that time, Mark V. Hurd, Chief Executive Officer and President of HP, will assume the additional role of Chairman of the Board, and Richard A. Hackborn, a member of the HP Board since 1992, will become HP’s lead independent director.  Ms. Dunn will continue to serve as a director following the effective time of her resignation as Chairman. The text of HP’s press release entitled “Patricia Dunn to Remain HP Chairman Through January 2007 Board Meeting; Board Appoints Mark Hurd As Successor” is filed with this report as Exhibit 99.1.

Also on September 12, 2006, Dr. George A. Keyworth II resigned as a director of HP, effective immediately.  Dr. Keyworth has confirmed to the HP Board that his resignation is not the result of any disagreement on any matter relating to HP’s operations, policies or practices.

This filing amends Item 5.02(d)(3) of the Current Report on Form 8-K of Hewlett-Packard Company filed on November 23, 2005.  Effective January 11, 2006, John H. Hammergren was appointed to the HR and Compensation Committee and the Technology Committee of the Board of Directors of Hewlett-Packard Company.

2

(d)                       (1)     On November 18, 2005, the Board of Directors of HP (the “Board”) elected John H. Hammergren as a director effective November 22, 2005 (the “Effective Time”).  In a press release dated August 29, 2005, HP announced that Mr. Hammergren, chairman, president and chief executive officer of McKesson Corporation, agreed to join HP’s Board.

(2)                    There is no arrangement or understanding between Mr. Hammergren and any other persons pursuant to which he was selected as a director.

(3)                    At the time of this filing, Mr. Hammergren has not been named to serve on any committee of the Board, and the information about whether Mr. Hammergren is expected to be named to serve on any committees of the Board is unavailable at the time of this filing.

(4)                    Mr. Hammergren is not a party to any transactions with HP that require disclosure pursuant to Item 404(a) of Regulation S-K.

(b)                                 On March 29, 2005, HP issued a press release entitled “HP Names Mark Hurd of NCR to Serve as CEO and President,” a copy of which is filed with this report as Exhibit 99.3.  As described in the press release, Robert P. Wayman, who has served as HP’s Chief Executive Officer (HP’s principal executive officer) since February 8, 2005, will remain HP’s Chief Financial Officer (principal financial officer) and continue to serve as a director of HP.

(c)                                  (1)           On March 29, 2005, Hurd accepted the offer of the Board of Directors of HP to serve as HP’s Chief Executive Officer and President, effective as of April 1, 2005 (the “ Effective Date”).

(2)           Hurd, age 48, was named Chief Executive Officer of NCR Corporation ("NCR") and elected to NCR’s Board of Directors in March 2003. He served as NCR’s President since July 2001, and from September 2002 until March 2003 also served as NCR’s Chief Operating Officer. Mr. Hurd was chosen to lead NCR’s Teradata Solutions Group in October 1998, and, in July 2000, was promoted to Chief Operating Officer of that division. Mr. Hurd was also an Executive Vice President of NCR from July 2000 until July 2001. Since joining NCR in 1980, Mr. Hurd has held many marketing, professional services, and sales management roles.  Other than the Agreement, there is no arrangement or understanding between Hurd and any other persons pursuant to which he was selected as an officer.

(3)           The material terms and conditions of Hurd’s employment agreement with HP, including without limitation his duties as Chief Executive Officer and President of HP, membership on HP’s Board of Directors, obligations, at-will employment, four-year term, base salary, annual incentive, long-term performance cash and stock option incentives, one-time make-up grants of HP restricted stock and options, signing bonus, price protection, relocation benefit, termination and severance, are set forth in the Summary, which is filed with this report as Exhibit 99.2 and incorporated herein by reference.

(d)                                 (1)           On March 29, 2005, Hurd accepted the offer of the Board of Directors of HP to serve as a director of HP, effective as of the Effective Date.

Item 5.02               Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d)           On February 28, 2005, the Board of Directors of Hewlett-Packard Company (“HP”) appointed director Thomas J. Perkins to the Nominating and Governance Committee and the Technology Committee of the Board of Directors of HP.

2