HEWLETT PACKARD CO
11-K, 1994-12-21
COMPUTER & OFFICE EQUIPMENT
Previous: HARPER GROUP INC /DE/, 10-Q/A, 1994-12-21
Next: INGLES MARKETS INC, 10-K, 1994-12-21




         SECURITIES AND EXCHANGE COMMISSION

               Washington, D.C. 20549

                      FORM 11-K

(Mark One)

  [ X ]       ANNUAL REPORT PURSUANT TO SECTION 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE
              REQUIRED]

              For the fiscal year ended:  July 31, 1994

                         OR

  [   ]       TRANSITION REPORT PURSUANT TO SECTION
              15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
              [NO FEE REQUIRED]

              For the transition period from _____  to _____
                    

           Commission file number:  1-4423

     A.   Full title of the plan and address of the
          plan, if different from that of the issuer
          named below:

               HEWLETT-PACKARD COMPANY
        TAX SAVING CAPITAL ACCUMULATION PLAN

     B.   Name of issuer of the securities held pursuant
          to the plan and the address of its principal
          executive office:

               HEWLETT-PACKARD COMPANY
                 3000 Hanover Street
                 Palo Alto, CA 94304

                REQUIRED INFORMATION


Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Index to Financial Statements

                                                           
                                                            Page

Report of Independent Accountants                             1

Financial Statements
Statement of Net Assets Available for Benefits 
    at July 31, 1994 and 1993                                 2


Statement of Changes in Net Assets Available for 
    Benefits for the Years Ended July 31, 1994 and 1993       3

Statement of Net Assets Available for Benefits
    with Fund Information at July 31, 1994 and 1993          4-5

Statement of Changes in Net Assets Available for Benefits
    with Fund Information for the Years Ended July 31,   
    1994 and 1993                                            6-7
    
Notes to Financial Statements                                8-12


Additional Information
Schedule I  -      Assets Held for Investment at
                   July 31, 1994                             13

Schedule II -      Transactions Occurring During the Year
                   Ended July 31, 1994 Which Were in
                   Excess of 5% of the Current Value of
                   Plan Assets as of the Beginning
                   of the Year (August 1, 1993).             14

Note:    Other schedules required by Section 2520.103-10
         of the Department of Labor's Rules and Regulations
         for Reporting and Disclosure under ERISA have been
         omitted because they are not applicable.

(b)  Exhibits:

     1.  Hewlett-Packard Company Tax Saving
         Capital Accumulation Plan, as Amended and
         Restated Effective November 1, 1988,
         which was filed as Exhibit 4A to
         Registrant's Post-Effective Amendment No.
         3 to Form S-8 Registration Statement No.
         2-92331, and which is incorporated herein
         by reference.

     2.  Description of Tax Saving Capital
         Accumulation Plan included in the 1994
         Edition of "Your Hewlett-Packard Benefits
         Summary" booklet which is distributed to
         employees of Hewlett-Packard Company and
         its U.S. subsidiaries.

     3.  Consent of Independent Accountants.

                     SIGNATURES

          The Plan.     Pursuant to the requirements of
     the Securities Exchange Act of 1934, the trustees
     (or other persons who administer the employee
     benefit plan) have duly caused this annual report
     to be signed by the undersigned thereunto duly
     authorized.


                       HEWLETT-PACKARD COMPANY
                       TAX SAVING CAPITAL ACCUMULATION PLAN



                                                      
    
                       /s/ Ann O. Baskins
                       ------------------
                       Ann O. Baskins
                       Assistant Secretary and
                         Managing Counsel, 
                       Hewlett-Packard Company, Plan Administrator

Date:  December 21, 1994


                     Report of Independent Accountants


September 30, 1994


To the Participants and Administrator of
 the Hewlett-Packard Company Tax Saving
 Capital Accumulation Plan


In our opinion, the accompanying statements of net assets available for
benefits, and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available for
benefits of the Hewlett-Packard Company Tax Saving Capital Accumulation
Plan (the Plan) at July 31, 1994 and 1993, and the changes in net assets
available for benefits for the years then ended, in conformity with generally
accepted accounting principles.  These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits.  We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for the opinion expressed above.

Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The supplemental Schedules I
and II are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required  by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974.  The Fund Information in the statement of net assets and the
statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for plan benefits of each
fund.  The supplemental Schedules and Fund Information have been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.


Price Waterhouse LLP
San Francisco, California
<PAGE>
<TABLE>
Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Statement of Net Assets Available for Benefits
(In thousands)

                                                                 July 31,
                                                              1994      1993


<S>                                                        <C>          <C>

Assets:
 Investments at fair value:
  Hewlett-Packard Company Common Stock
    (Cost: $224,457 and $209,316 at July 31, 1994
    and July 31, 1993, respectively)                      $  312,370   $  300,524
  Fidelity Contrafund
    (Cost: $75,703 at July 31, 1994)                          71,427          
  Fidelity Magellan Fund
    (Cost: $601,199 and $445,231 at July 31, 1994
     and July 31, 1993, respectively)                        583,716      471,609
  Fidelity Growth & Income Portfolio
    (Cost: $33,925 at July 31, 1994)                          33,796          
  Fidelity U.S. Equity Index Portfolio
    (Cost: $48,640 and $40,530 at July 31, 1994
     and July 31, 1993, respectively)                         50,202       42,800
  Fidelity Intermediate Bond Fund
    (Cost: $51,680 and $45,889 at July 31, 1994
     and July 31, 1993, respectively)                         49,421       47,274
  Fidelity Retirement Money Market Portfolio
    (Cost: $145,548 and $131,780 at July 31, 1994
     and July 31, 1993, respectively)                        145,548      131,780
  Fidelity Institutional Cash Portfolio Money Market
    (Cost: $23,873 at July 31, 1993)                                       23,873
  Fidelity U.S. Government Reserves Portfolio
    (Cost: $2,416 and $4,008 at July 31, 1994
     and July 31, 1993, respectively)                          2,416        4,008
  Loans receivable from participants                          64,763       57,087
                                                          ----------   ----------


    Total assets held for investment                       1,313,659    1,078,955

 Receivables:
  Receivable from Hewlett-Packard Company                     29,642       15,664
  Due from brokers for securities sold                           657          537
  Miscellaneous receivables                                       14          892
                                                          ----------   ----------


    Total assets                                           1,343,972    1,096,048
                                                          ----------   ----------


Liabilities:
 Miscellaneous payables                                          782          935
 Administrative expenses payable                                 225          174
                                                          ----------   ----------


    Total liabilities                                          1,007        1,109
                                                          ----------   ----------


     Net assets available for benefits                    $1,342,965   $1,094,939
                                                          ==========   ==========
 

         The accompanying notes are an integral part of these financial statements.

                                       -2-
</TABLE>
<PAGE>
<TABLE>

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Statement of Changes in Net Assets Available for Benefits
(In thousands)

                                                           For the year ended
                                                                July 31,
                                                             1994      1993

 <S>                                                       <C>          <C>

 Contributions:
  Employees                                               $  139,764   $   96,853
  Company                                                     59,516       29,483
  Noncash                                                     31,426       28,372

 Investment income:
  Net appreciation in fair value
  of investments:
    Hewlett-Packard Company Common Stock                      27,900          102
  Net investment gain (loss) from registered
  investment companies:
    Fidelity Contrafund                                       (2,050)         
    Fidelity Magellan Fund                                    15,127       79,232
    Fidelity Growth & Income Portfolio                           391          
    Fidelity U.S. Equity Index Portfolio                       2,296        2,690
    Fidelity Intermediate Bond Fund                              365        3,947
  Loan interest income                                         4,247        3,907
  Interest income                                              4,643        3,993
  Dividend income                                              4,204        3,681

 Transfer from merged plans                                    3,560       21,502
                                                          ----------   ----------


    Total additions                                          291,389      273,762

 Benefits paid to participants                                40,861       48,881
 Loans deemed repaid due to termination                        1,578        2,117
 Administrative expenses                                         924          900
                                                          ----------   ----------


    Total deductions                                          43,363       51,898

     Net additions                                           248,026      221,864

 Net assets available for benefits:

    Beginning of year                                      1,094,939      873,075
                                                          ----------   ----------


    End of year                                           $1,342,965   $1,094,939
                                                          ==========   ==========


         The accompanying notes are an integral part of these financial statements.

                                       -3-
</TABLE>
<PAGE>
<TABLE>

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Statement of Net Assets Available for Benefits with Fund Information
July 31, 1994
(In thousands)

       
                                                                         Growth &   Equity           Money
                                          Stock    Contrafund Magellan    Income    Index     Bond   Market   Loan       Total

    <S>                                   <C>       <C>        <C>         <C>        <C>      <C>    <C>      <C>       <C>

Assets:
  Investments at fair value:
    Hewlett-Packard Company
      Common Stock                        $312,370                                                                      $  312,370
    Fidelity Contrafund                             $71,427                                                                 71,427
    Fidelity Magellan Fund                                    $583,716                                                     583,716
    Fidelity Growth & Income 
      Portfolio                                                          $33,796                                            33,796
    Fidelity U.S. Equity Index 
      Portfolio                                                                  $50,202                                    50,202
    Fidelity Intermediate Bond Fund                                                        $49,421                          49,421
    Fidelity Retirement Money Market
      Portfolio                                                                                      $145,548              145,548
    Fidelity U.S. Government Reserves 
      Portfolio                              2,416                                                                           2,416
    Loans receivable from participants                                                                         $64,763      64,763
                                          --------  -------   --------  -------   -------  -------   --------  -------  ----------


    Total assets held for investment       314,786   71,427    583,716   33,796    50,202   49,421    145,548   64,763   1,313,659


Receivables:
  Receivable from Hewlett-Packard 
    Company                                  4,966    3,011     14,301    1,398     1,510    1,317      3,139               29,642
  Due from brokers for securities sold         657                                                                             657
  Miscellaneous receivables                     14                                                                              14
                                          --------  -------   --------  -------   -------  -------   --------  -------  ----------



    Total assets                           320,423   74,438    598,017   35,194    51,712   50,738    148,687   64,763   1,343,972
                                          --------  -------   --------  -------   -------  -------   --------  -------  ----------


Liabilities:
  Miscellaneous payables                       782                                                                             782
  Administrative expenses payable               31        2         76       12        14       21         69                  225
                                          --------  -------   --------  -------   -------  -------   --------  -------  ----------


    Total liabilities                          813        2         76       12        14       21         69                1,007
                                          --------  -------   --------  -------   -------  -------   --------  -------  ----------


    Net assets available for benefits     $319,610  $74,436   $597,941  $35,182   $51,698  $50,717   $148,618  $64,763  $1,342,965
                                          ========  =======   ========  =======   =======  =======   ========  =======  ==========

         The accompanying notes are an integral part of these financial statements.

                                       -4-
</TABLE>
<PAGE>
<TABLE>

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Statement of Net Assets Available for Benefits with Fund Information
July 31, 1993
(In thousands)
  

                                           Stock       Magellan     Equity Index    Bond      Money Market       Loan        Total

  <S>                                       <C>        <C>           <C>             <C>            <C>           <C>        <C>


Assets:
 Investments at fair value:
  Hewlett-Packard Company 
   Common Stock                            $300,524                                                                       $  300,524
  Fidelity Magellan Fund                               $471,609                                                              471,609
  Fidelity U.S. Equity Index Portfolio                              $42,800                                                   42,800
  Fidelity Intermediate Bond Fund                                                 $47,274                                     47,274
  Fidelity Retirement Money
   Market Portfolio                                                                              $131,780                    131,780
  Fidelity Institutional Cash
   Portfolio Money Market                    23,873                                                                           23,873
  Fidelity U.S. Government
   Reserves Portfolio                         4,008                                                                            4,008
  Loans receivable from participants                                                                           $57,087        57,087
                                           --------   --------      -------       -------        --------     -------     ----------


  Total assets held for investment          328,405    471,609       42,800        47,274         131,780       57,087     1,078,955

 Receivables:
  Receivable from Hewlett-
    Packard Company                           3,464      7,978        1,059           925           2,238                     15,664
  Due from brokers for securities sold          537                                                                              537
  Miscellaneous receivables                     892                                                                              892
 Fund transfer to be made                   (18,859)    12,175        1,671         1,432           3,581                          0
                                           --------   --------      -------       -------        --------     -------     ----------

    Total assets                            314,439    491,762       45,530        49,631         137,599       57,087     1,096,048
                                           --------   --------      -------       -------        --------     -------     ----------


Liabilities:
 Miscellaneous payables                         935                                                                              935
 Administrative expenses payable                 35         54            8            14              63                        174
                                           --------   --------      -------       -------        --------     -------     ----------


    Total liabilities                           970         54            8            14              63                      1,109
                                           --------   --------      -------       -------        --------     -------     ----------


     Net assets available
       for benefits                        $313,469   $491,708      $45,522       $49,617        $137,536     $57,087     $1,094,939
                                           ========   ========      =======       =======        ========     =======     ==========


         The accompanying notes are an integral part of these financial statements.

                                       -5-
</TABLE>
<PAGE>
<TABLE>
Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended July 31, 1994
(In thousands)


                                                                      Growth &   Equity               Money
                                          Stock  Contrafund  Magellan  Income     Index      Bond     Market    Loan      Total


  <S>                                    <C>      <C>       <C>        <C>       <C>       <C>       <C>       <C>       <C>

Contributions:
  Employees                              $  5,329  $11,691   $74,837   $ 5,529   $ 9,087   $ 7,956   $ 25,231  $   104   $  139,764
  Company                                            6,024    35,395     2,816     3,933     3,518      7,830                59,516
  Noncash                                  31,426                                                                            31,426

Investment income:
  Net appreciation in fair value 
   of investments:
    Hewlett-Packard Company 
     Common Stock                          27,900                                                                            27,900
  Net investment gain (loss) from 
   registered investment companies:
    Fidelity Contrafund                             (2,050)                                                                  (2,050)
    Fidelity Magellan Fund                                      15,127                                                       15,127
    Fidelity Growth & Income 
     Portfolio                                                             391                                                  391
    Fidelity U.S. Equity Index 
     Portfolio                                                                     2,296                                      2,296
    Fidelity Intermediate Bond Fund                                                            365                              365
  Loan interest income                      1,148      216      1,909       90       162       164        558                 4,247
  Interest income                             111                                                       4,532                 4,643
  Dividend income                           4,204                                                                             4,204

Transfer from merged plans                                      1,008      282       974       922        374                 3,560
                                         --------  -------   --------  -------   -------   -------   --------  -------   ----------



    Total additions                         70,118  15,881    128,276    9,108    16,452    12,925     38,525      104      291,389

Benefits paid to participants               10,178     720     17,895      379     1,914     2,376      7,399                40,861
Loans deemed repaid due to termination                                                                           1,578        1,578
Administrative expenses                       129        6        283       31        49        79        269       78          924
                                         --------  -------   --------  -------   -------   -------   --------  -------   ----------


    Total deductions                       10,307      726     18,178      410     1,963     2,455      7,668    1,656       43,363

Asset transfers between funds:
  Loans issued                             (7,691)    (267)   (18,828)    (774)   (2,445)   (3,093)   (10,890)  43,988            0
  Loan repayments                           8,626    2,047     16,030      767     1,324     1,337      4,629  (34,760)           0
  Amounts reallocated among funds         (54,605)  57,501     (1,067)  26,491    (7,192)   (7,614)   (13,514)                    0
                                         --------  -------   --------  -------   -------   -------   --------  -------   ----------


      Net additions                         6,141   74,436    106,233   35,182     6,176    1,100      11,082    7,676      248,026

Net assets available for benefits:

  Beginning of year                       313,469             491,708             45,522    49,617    137,536   57,087    1,094,939
                                         --------  -------   --------  -------   -------   -------   --------  -------   ----------


  End of year                            $319,610  $74,436   $597,941  $35,182   $51,698   $50,717   $148,618  $64,763   $1,342,965
                                         ========  =======   ========  =======   =======   =======   ========  =======   ==========


         The accompanying notes are an integral part of these financial statements.


                                       -6-
</TABLE>
<PAGE>
<TABLE>

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended July 31, 1993
(In thousands)

                                                                Equity               Money
                                             Stock    Magellan   Index     Bond      Market    Loan        Total


    <S>                                     <C>        <C>       <C>        <C>      <C>        <C>         <C>


Contributions:
  Employees                                 $  3,787  $ 56,937  $ 8,579   $ 7,955   $ 19,369  $   226    $   96,853
  Company                                      1,118    18,117    2,399     2,128      5,721                 29,483
  Noncash                                     28,372                                                         28,372

Investment income:
  Net appreciation in fair value
   of investments:
  Hewlett-Packard Company Common Stock           102                                                            102
  Net investment gain from registered 
  investment companies:
     Fidelity Magellan Fund                             79,232                                               79,232
     Fidelity U.S. Equity Index Portfolio                         2,690                                       2,690
     Fidelity Intermediate Bond Fund                                        3,947                             3,947
  Loan interest income                         1,287     1,693      152       158        617                  3,907
  Interest income                                 87                                   3,906                  3,993
  Dividend income                              3,681                                                          3,681

Transfer from merged plans                               3,536                        17,966                 21,502
                                            --------  --------  -------   -------   --------  -------    ----------


    Total additions                           38,434   159,515   13,820    14,188     47,579      226       273,762

Benefits paid to participants                 13,337    19,378    1,664     2,563     11,939                 48,881
Loans deemed repaid due to termination                                                          2,117         2,117
Administrative expenses                          147       202       28        49        248      226           900
                                            --------  --------  -------   -------   --------  -------    ----------


    Total deductions                          13,484    19,580    1,692     2,612     12,187    2,343        51,898

Asset transfers between funds:
  Loans issued                                (8,899)  (16,046)  (1,945)   (2,800)   (12,038)  41,728             0
  Loans repayments                             9,011    12,923    1,164     1,264      4,685  (29,047)            0
  Amounts reallocated among funds            (34,022)   17,680    9,374     9,146     (2,178)                     0
                                            --------  --------  -------   -------   --------  -------    ----------


     Net additions/(deductions)               (8,960)  154,492   20,721    19,186     25,861   10,564       221,864

Net assets available for benefits:

  Beginning of year                          322,429   337,216   24,801    30,431    111,675   46,523       873,075
                                            --------  --------  -------   -------   --------  -------    ----------


  End of year                               $313,469  $491,708  $45,522   $49,617   $137,536  $57,087    $1,094,939
                                            ========  ========  =======   =======   ========  =======    ==========


         The accompanying notes are an integral part of these financial statements.

                                       -7-
</TABLE>
<PAGE>
Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Notes to Financial Statements

1.   Plan Description

     Purpose and Plan Benefits
     The purpose of the Hewlett-Packard Company (the Company)
     Tax Saving Capital Accumulation Plan (the Plan) is to provide
     eligible employees an opportunity for regular savings of tax-
     deferred dollars for their retirement to supplement benefits
     provided under the Company's Retirement Program and the
     Federal Social Security  Act.  The following brief description of
     the Plan is provided for general information purposes only. 
     Participants should refer to the Plan agreement for a more
     complete description of the Plan's provisions.

     The Plan is designed to qualify as a stock bonus plan under
     Section 401(a) of the Internal Revenue Code of 1986, as
     amended (the Code), and to meet the requirements set forth in
     Section 401(k) of the Code.  The Plan is also intended to
     qualify as an individual account plan which permits each
     participant to exercise control over certain assets of the Plan
     pursuant to Section 404(c) of the Employee Retirement Income
     Security Act (ERISA).

     Fidelity Investments provides investment management,
     recordkeeping and trustee services for the  Plan.  The Company
     determines questions of eligibility for participation, interprets
     the Plan, communicates with participants and their beneficiaries
     and is otherwise generally responsible for Plan operations.

     Eligibility
     Employees who are eligible to participate in the Plan include
     those employees of the Company and designated domestic
     subsidiaries who are on the U.S. payroll and who are employed
     as regular full-time or regular part-time employees by the
     Company one year after their original hire date.  Participation
     in the Plan is at the election of the employee.

     Employee Contributions
     Participating employees may have their salary deferred by the
     Company through payroll deductions and contributions made
     directly to their 401(k) account.  Employee contributions are
     deposited into their trust account after the end of each pay
     period.  Prior to August 1, 1993, deposits to individual trust
     accounts were transferred after the end of each fiscal quarter.

     Company Contributions
     The Company contributes to the employee's account a
     percentage of the amount which has been deferred and
     contributed by the employee.  The Company contributes an
     amount equal to the employee's deferral for the first 3%
     deferred and an amount equal to half of the employee's deferral
     for the next 2% deferred.  The Company matching contribution

                                       -8-

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Notes to Financial Statements


     is deposited into the individual employee's 401(k) account after
     the end of each fiscal quarter.  Prior to November 1, 1993, the
     Company matching contribution to the employee's account was
     one third of the amount of the employee's deferral and was net
     of interest earned on the deferrals during the fiscal quarter.


     Vesting
     Participants are one hundred percent vested in the Plan at all
     times.

     Participant Accounts
     Employees can invest their account balance and/or future
     contributions in any combination of the seven investment
     options, and can transfer their invested funds among the
     investment options and/or change the investment of their future
     contributions daily as desired.  These transfers and changes
     must be made in whole percent increments.  On November 1,
     1993, the number of investment options in the Plan increased
     from five to seven to include the Fidelity Growth & Income
     Portfolio and the Fidelity Contrafund.

     All contributions made under the Plan are paid to and invested
     by the trustee in one or more of the available investment
     options.  Six of the seven investment options are mutual funds
     of Fidelity Investments, managed by the Fidelity Management
     and Research Company.  The seven investment funds are:

     Stock -             A fund comprised primarily of
                         Hewlett-Packard Company
                         Common Stock purchased on the
                         open market or contributed by the
                         Company.  The fund also includes
                         the Fidelity U.S. Government
                         Reserves Portfolio, and prior to
                         August 1, 1993, the Fidelity
                         Institutional Cash Portfolio Money
                         Market.

     Contrafund -        A fund comprised of investments in the Fidelity
                         Contrafund.  The investment manager invests in
                         securities of domestic and foreign companies and
                         seeks out undervalued companies undergoing
                         positive changes and turnarounds.

     Magellan -          A fund comprised of investments in the
                         Fidelity Magellan Fund.  The fund
                         manager makes investments primarily in
                         common stock and securities convertible
                         into common stock.

     Growth & Income -   A fund comprised of investments in the
                         Fidelity Growth & Income Portfolio.  The
                         investment manager invests in a broad
                         combination of stocks, convertibles, and
                         fixed-income securities, not limited by type
                         or quality, to seek current income and
                         growth of income.

                                       -9-

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Notes to Financial Statements

     Equity Index -      A fund comprised of investments in the
                         Fidelity U.S. Equity Index Portfolio.  The
                         fund manager makes investments in equity
                         securities and attempts to duplicate the
                         composition and total returns of the
                         Standard & Poor's Daily Stock Price Index
                         of 500 Common Stocks.

     Bond -              A fund comprised of investments in
                         Fidelity Intermediate Bond Fund. 
                         Investments are made primarily in
                         bonds rated BBB or better with a
                         dollar-weighted average maturity of
                         between three and ten years.

     Money Market -      A fund comprised of investments in
                         Fidelity Retirement Money Market
                         Portfolio.  Investments are made in high
                         quality, U.S. dollar-denominated money
                         market instruments of U.S. and foreign
                         issuers, including short-term obligations of
                         banks, governments and their agencies and
                         corporations.

     Loans and Distributions
     Participants are permitted to borrow portions of their account
     balance.  The loan amount and term are limited by the Code
     and ERISA.  Funds for the loans are obtained by liquidating the
     investments in the employee's account.  Principal and interest
     payments, representing repayments of loans taken by
     participants, are typically made through payroll deductions and
     are paid directly into the employee's account after the end of
     each semi-monthly payroll period.  Loans may be repaid in full
     at any time following the issuance of the loan.

     The Plan also provides for hardship withdrawals subject to
     certain restrictions and for in-service withdrawals at age 59-1/2.

     Plan Termination
     Although the Company has no present intention to terminate
     the Plan, the Plan provides that in the event of Plan
     termination, participants' interests accrued to the date of
     termination shall be nonforfeitable.  Benefits shall continue to
     be distributed in accordance with the Plan.  The trustee shall
     continue in its capacity until all assets of the Plan have been
     distributed to the participants.  Benefits are payable in a lump
     sum.  Certain participants from certain companies acquired by
     the Company may elect to take their benefits as an annuity or
     in installments.

                                       -10-

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Notes to Financial Statements

2.   Summary of Significant Accounting Policies

     The financial statements are prepared on the accrual basis of
     accounting with investments being carried at current market
     value, as quoted on the active market.  Loans to participants
     are valued at their outstanding principal amount.

     Realized gains/losses on investments sold and the unrealized
     gains/losses on investments held during the year are determined
     on a revalued cost basis.

     All dividends and capital distributions received from the Fidelity
     Contrafund, the Fidelity Magellan Fund, the Fidelity Growth &
     Income Portfolio, Fidelity U.S. Equity Index Portfolio, and
     Fidelity Intermediate Bond Fund are reinvested, and are
     recognized as part of the net investment gains from registered
     investment companies.

     All direct administrative expenses are borne by the Plan
     participants as allowed by law.


3.   Contributions

     Employee and Company contributions are made in cash for all
     Funds except the Stock Fund.  Contributions to the Stock Fund
     may be made in either cash or Hewlett-Packard Company
     common stock.  Stock contributions attributable to employee
     deferrals totaled $19,088,000 in 1994 and $21,279,000 in 1993. 
     Stock contributions attributable to Company contributions
     totaled $12,338,000 in 1994 and $7,093,000 in 1993. 
     Contributions of Hewlett-Packard Company common stock are
     valued at their fair market value, as quoted on the active
     market, on the date of contribution.


4.   Investments

     For the years ended July 31, 1994 and 1993, the net
     appreciation in the fair market value of the Hewlett-Packard
     Company common stock held during the year was comprised of
     realized gains of $9,024,000 and $2,737,000, respectively, and
     unrealized gains of $18,876,000 and unrealized losses of
     $2,635,000, respectively.


5.   Taxes

     The Company has received a favorable determination letter
     from the Internal Revenue Service (IRS) as to the initial
     qualified status of the Plan.  Additionally, the Company had
     received a favorable determination letter as to the amendments
     adopted relating to the Retirement Equity and Deficit
     Reduction Acts of 1984 and to the Tax Equity and Fiscal
     Responsibility Act of 1982.  The Company has filed for a
     determination letter from the IRS with respect to all Plan
     amendments subsequent to the last determination letter to
     cover compliance with the Tax Reform Act of 1986 and
     applicable subsequent legislation.


                                       -11-

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan
Notes to Financial Statements

     The Company's management is of the opinion that the Plan and
     the trust which forms a part of the Plan have been maintained
     in accordance with Section 401(a) of the Internal Revenue
     Code, and therefore, it is believed that the Plan continues to be
     qualified.  Accordingly, there has been no provision made for
     federal or state income tax.

     Deferrals made on behalf of the employees and the Company's
     matching contributions are not subject to federal income taxes
     until such time as the employees' funds are withdrawn from the
     Plan.  At withdrawal, the employees' funds may qualify for
     special tax treatment.  Pursuant to the Unemployment
     Compensation amendments of 1992, all "eligible rollover
     distributions" which are not paid out in the form of a direct
     rollover are subject to a mandatory 20% federal income tax
     withholding.  Loans taken by employees against their 401(k)
     account are not subject to federal income taxes if they are
     repaid within five years.  


6.   Transfer of Plan Assets

     During 1994 and 1993, the Company acquired various
     companies to compliment its business.  Certain of those
     acquisitions had clauses which included the merging of plan
     assets from the acquired plans to the Plan.  During the plan
     years ended July 31, 1994 and 1993, plan assets acquired by the
     Company in the amount of $3,560,000 from the Colorado
     Memory Systems, EEsof Inc. and Avantek, Inc. acquisitions, and
     in the amount of $21,502,000 from the Avantek, Inc. acquisition, 
     were merged into the Plan, respectively.

                                       -12-

<PAGE>
<TABLE>

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan (Plan 004)                                                                         Form 5500
Employer Identification Number 94-1081436                                                         (Item 27a - Schedule of Assets
Schedule I - Assets Held for Investment                                                             Held for Investment Purposes)
July 31, 1994
(In thousands except number of shares/loans)


                                                                                         Number of       Historical       Current
Issuer                                      Description                                Shares/Loans        Cost            Value

<S>                                         <C>                                        <C>                <C>             <C>


Hewlett-Packard Company                     Common Stock, $1.00 par value              4,024,085          $224,457         $312,370

Fidelity Investments
Fidelity Contrafund                         Equity Mutual Fund, no par value           2,401,703            75,703           71,427

Fidelity Investments
Fidelity Magellan Fund                      Equity Mutual Fund, no par value           8,833,470           601,199          583,716

Fidelity Investment
Fidelity Growth & Income Portfolio          Equity Mutual Fund, no par value           1,523,707            33,925           33,796

Fidelity Investments
Fidelity U.S. Equity Index Portfolio        Equity Mutual Fund, no par value           2,961,754            48,640           50,202

Fidelity Investments
Fidelity Intermediate Bond Fund             Fixed Income Mutual Fund, no par value     4,902,877            51,680           49,421

Fidelity Investments
Fidelity Retirement Money 
Market Portfolio                            Money Market Fund, $1.00 par value       145,547,641           145,548          145,548

Fidelity Investments
Fidelity U.S. Government Reserves
Portfolio                                   Money Market Fund, $1.00 par value         2,416,249             2,416            2,416

Participant Loans                           Loans issued for terms of 1 - 4 years, with 6.50%-
                                            7.75% interest during the 1994 Plan year      15,517                             64,763
                                                                                                                         ----------


                                            Total Assets Held for Investment                                             $1,313,659
                                                                                                                         ==========

                                       -13-
</TABLE>

<PAGE>
<TABLE>

Hewlett-Packard Company

Tax Saving Capital Accumulation Plan (Plan 004)                                                         
Employer Identification Number 94-1081436                                                                               Form 5500
Schedule II - Transactions Occurring During the Year Ended July 31, 1994                                  (Item 27d - Schedule of
Which Were in Excess of 5% of the Current Value of Plan Assets                                            Reportable Transactions)
as of the Beginning of the Year (August 1, 1993)
Series of Transactions in the Same Security
(In thousands except number of transactions)

                                                              Number                          Proceeds       Cost of         Net
Identity of Party Involved                                      of                              from          Assets      Realized
Description of Asset                                       Transactions      Purchases         Sales         Disposed    Gain/(Loss)

<S>                                                             <C>          <C>              <C>            <C>         <C>


Fidelity U.S. Government Reserves Portfolio
Money Market Fund                                               264          $  76,602        $ 78,194       $ 78,194    $   ---  

Fidelity Retirement Money Market Portfolio
Money Market Fund                                               255            142,551         128,784        128,784        ---

Fidelity Intermediate Bond Fund
Fixed Income Mutual Fund                                        255             37,543          31,799         31,752       (483)

Fidelity Magellan Fund
Equity Mutual Fund                                              252            275,906         125,047        119,937      1,912

Fidelity Contrafund
Equity Mutual Fund                                              188             88,961          12,833         13,257       (347)

Hewlett-Packard Company
Common Stock                                                    152             73,360          89,308         58,219      9,024


Note:  Cost of Assets Disposed is stated at historical cost.  Net realized gain/(loss) is calculated as described in Note 2
       to the financial statements.  The normal expenses associated with asset purchases and sales are built into the
       cost records and therefore are not shown separately here.  Additionally, the number of transactions represent
       record keeping transaction activity, not the gross numbers of purchases and sales.

                                       -14-
</TABLE>


Tax Saving Capital Accumulation Plan


You Will Find Information About:            On Page: 

What TAXCAP Offers You . . . . . . . . . . . . . 155


Who Can Join The Plan. . . . . . . . . . . . . . 156


When You May Join The Plan . . . . . . . . . . . 156


How Much You May Defer . . . . . . . . . . . . . 156


How Your Deferrals Can Reduce Your Current
  Taxes  . . . . . . . . . . . . . . . . . . . . 157


How Much HP Contributes. . . . . . . . . . . . . 157


How Your TAXCAP Account Is Invested. . . . . . . 157


When Payouts Are Made. . . . . . . . . . . . . . 159


How You Can Borrow From Your Account . . . . . . 161


Special Rules For Acquisition Employees . . . .  162


How to Make Changes or Receive Your Money. . . . 163


How To Claim Benefits  . . . . . . . . . . . . . 164


If a Claim Is Denied . . . . . . . . . . . . . . 164


How You Can Make Rollover Contributions. . . . . 164


What Circumstances Can Affect Your Benefits  . . 165


How The Plan Is Funded . . . . . . . . . . . . . 167


How The Stock Purchase Plan Compares To TAXCAP . 168
                       154

What TAXCAP Offers You

Your retirement income comes from three sources:  HP
retirement benefits, Social Security benefits and your
personal savings.  The Company offers the
Hewlett-Packard Company Tax Saving Capital Accumulation
Plan (TAXCAP), as an integral part of the
Hewlett-Packard Retirement Program to help you
accumulate personal savings for retirement. 

TAXCAP provides you an incentive to save regularly for
retirement on a pretax basis and gain additional
contributions from HP. 


The Plan in Brief

HP administers and sponsors TAXCAP.  HP determines
eligibility for participation and benefits, interprets
the Plan and authorizes transactions. 

Fidelity Investments (Fidelity), a group of affiliated
financial service companies, is the full-service
provider for TAXCAP.  Full service is a package which
offers recordkeeping, trustee and investment management
services.  Headquartered in Boston, with 75 branches
nationwide, Fidelity is one of the largest and best
known investment management organizations in the
country.  The firm currently manages more than $240
billion for more than ten million individual and
institutional accounts.  As a leader in the mutual fund
industry, Fidelity has developed both investment
products and services that are now standard for the
industry. 

If you are a regular full-time or regular part-time
employee, you become eligible to join TAXCAP on the
first February 1, May 1, August 1, or November 1 which
is one year after your original hire date.  You may
also join the first of any month after you have
satisfied the eligibility requirements. 

Effective November 1, 1993, under TAXCAP, generally you
can elect to have HP defer one to eight percent of your
pay into your TAXCAP account through payroll
deductions.  However, if your plan year compensation is
less than an amount defined by federal tax laws
($62,345 for the plan year ending July 31, 1993), you
can defer up to 12 percent for the following plan year
(beginning August 1, 1993).  You will be informed on
your first earnings statement in August of each year
whether your TAXCAP limit is eight percent or twelve
percent. 

You may participate in both TAXCAP and the Stock
Purchase Plan.  If you contribute to the Stock Purchase
Plan at five percent or less, you may contribute to
TAXCAP as described above.  If you contribute to the
Stock Purchase Plan at 6 percent or more, your TAXCAP
and Stock Purchase Plan contributions cannot exceed ten
percent. 

HP contributes $1 for every $1 you contribute of the
first one percent, two percent or three percent of your
pay.  HP contributes $.50 for every $1 you contribute
on the next two percent of your pay.  Contributions
above five percent of your pay are not matched by HP. 

You choose how you want to invest your TAXCAP account
among seven options: six mutual funds from the Fidelity
family of funds plus the HP Stock Fund. These options
reflect risk versus investment return opportunities
ranging from conservative to aggressive. 

Saving in TAXCAP reduces your current income taxes.
This is because deferrals to your TAXCAP account are
made before federal and most state income taxes are
calculated. In addition, you do not pay any taxes on
amounts in your account as long as they remain in
TAXCAP. 

TAXCAP is offered to help you meet your long range
retirement goals.  Your full account value is paid when
you leave HP or die.  Because of the tax advantages the
Plan offers you, the government limits withdrawals of
your account before these events.  While you are an
active employee, you can make in-service withdrawals
either after you reach age 59 1/2 or for reasons of
hardship.  You can also borrow money from your account
while you are an active employee. 

The following pages describe the main provisions of
TAXCAP.  The ERISA Information section of this book
contains administrative details and other information
about the Plan. 

The following special terms used to describe the
provisions of the Plan are more fully defined in the
Glossary. 

  defer or deferrals 

  fiscal quarter 

  fiscal year 

  pay 

  Pension Benefit Guaranty Corporation (PBGC) 

  TAXCAP 

  valuation date 

  vested 

  years of service 


                       155


Who Can Join The Plan

You are eligible to join the Plan only if you are a
regular full-time or regular part-time employee on the
U.S. payroll except employees in Puerto Rico.  You are
not eligible to join the Plan if you are classified in
any other employment status.  If you meet the
eligibility requirements, you may enroll in the Plan--
enrollment is not automatic. 


When You May Join The Plan

You may join TAXCAP at the beginning of any month,
starting with the first entry date one year after your
original hire date.  Entry dates are February 1, May 1,
August 1, and November 1.  Your Entity or Regional
Personnel Department will let you know when you first
become eligible. 

For Example: 

If your hire date is May 3, 1993, (the first business
day of the quarter), you may first enroll on May 1,
1994, your first entry date.  If you choose not to
enroll on May 1, 1994, you may enroll as of the first
day of any following month. 

You can enroll in TAXCAP via HP's Telephone Activated
Benefits System--TABS.  TABS phone number is 800-262-
TABS or Telnet 857-TABS.  When you call TABS you must
enter your desired deferral percentage and specify the
investment mix you want in whole percent increments.
Investment mixes must total 100 percent.  Once you have
enrolled in TAXCAP via TABS, your participation will
begin in the first pay period after you become
eligible. 



Your Beneficiary

Once you enroll via TABS, you should also name a
beneficiary to receive your TAXCAP benefits at your
death.  A beneficiary form can be obtained from your
Entity or Regional Personnel Department or service
center.  If you are married, your spouse will
automatically be your sole beneficiary.  If you wish to
name someone other than your spouse as beneficiary for
any part of your TAXCAP benefit, federal law requires
that you obtain your spouse's written consent.  This
consent must be witnessed by a Plan representative or a
notary public.  If your spouse does not provide
consent, the full value of your account will be paid to
your spouse in the event of your death, regardless of
whom you have named as beneficiary.  If you remarry,
any previous consent is no longer valid and you must
obtain your new spouse's consent.  To change your
beneficiary, you must complete a new beneficiary form
and submit it to your Entity or Regional Personnel
Department. 

If you do not name a beneficiary--or if your
beneficiary is not living at the time of your death--
payment of your TAXCAP account will be made, in the
following order, to: 

  your surviving spouse 

  your surviving children--in equal portions 

  your surviving parents--in equal portions 

  your estate 


How Much You May Defer

You may defer up to eight percent or twelve percent of
your pay.  You will be informed on your earnings
statement for the July 31 pay period the maximum
percentage you are eligible to defer for the following
Plan year.  Generally, pay is your regular wage or
salary, including commissions and shift differential,
but not including overtime or bonuses.  Pay is defined
more completely in the Glossary. 

You may participate in both TAXCAP and the Stock
Purchase Plan.  If you contribute to the Stock Purchase
Plan at five percent or less, you may contribute to
TAXCAP as described above.  If you contribute to the
Stock Purchase Plan at six percent or more, your TAXCAP
and Stock Purchase Plan contributions cannot exceed ten
percent.  See the following table for contribution
limits: 

 Stock Purchase        TAXCAP           Combined
  Contribution         Maximum          Maximum
      (%)            Contribution     Contribution
                         (%)              (%)

 10                 O                 10
 9                  1                 10
 8                  2                 10
 7                  3                 10
 6                  4                 10
 5                  12 or 8*          17 or 13*
 4                  12 or 8*          16 or 12*
 3                  12 or 8*          15 or 11*
 2                  12 or 8*          14 or 10*
 1                  12 or 8*          13 or 9*
 0                  12 or 8*          12 or 8*


*The higher limit applies to you only if your TAXCAP
Plan Year compensation is less than an amount defined
by federal tax laws ($62,345 for the Plan year ending
July 31, 1993).

                       156 

You may change your deferral rate any pay period.  You
can stop your deferrals at any time.  However, when
your deferrals stop, so do HP's contributions.  Once
you have stopped, you can resume your deferrals as of
any February 1, May 1, August 1, or November 1.  Your
deferrals are paid into the trust and invested in your
designated investment options on the scheduled HP
paydays. 

How Your Deferrals Can Reduce Your Current Taxes 

Federal and most state income taxes are based on the
portion of your pay remaining after your deferrals have
been taken.  Therefore, participating in TAXCAP lowers
your current federal taxable income and possibly lowers
current state and local taxable income. 

For Example: 

Assume your annual pay is $35,000 and you elect to
defer 6 percent in TAXCAP.  Your annual deferral will
be $2,100.  Although your actual pay is $35,000, your
taxable pay will be $32,900.  This is because you are
deferring $2,100 in the Plan before taxes. 

As of late 1993, the state of Pennsylvania and some
cities are the only tax-levying entities that consider
your contributions to be part of your taxable income.
Your contributions are also subject to FICA (Social
Security withholding tax). 


How Much HP Contributes

HP contributes $1 for every $1 you contribute of the
first one percent, two percent or three percent of your
pay.  HP contributes $.50 for every $1 on the next two
percent you defer in the Plan.  Contributions above
five percent are not matched by HP.  You do not pay any
income taxes on HP's contributions until you receive
them from the Plan. 

 Your Contributions         HP Contributions
 1 percent of your pay      1 percent of your pay
 2 percent                  2 percent        
 3 percent                  3 percent        
 4 percent                  3 1/2 percent
 5 percent                  4 percent
 6 percent or more          4 percent


HP's contributions are paid into the trust and are
invested in your designated investment options after
the end of each fiscal quarter.  HP's contributions
will be added to your account if you: 

  Are an employee on the last business day of the      
  fiscal quarter. 

  Retired from HP during the fiscal quarter at age 55  
  or older with at least 15 years of service, as       
  defined in the Retirement Plan. 

  Died during the fiscal quarter. 


How Your TAXCAP Account Is Invested 

You can choose to invest the money in your TAXCAP
account among the seven investment options described
below.  Investment earnings or dividends will be
reinvested in the options you have chosen and included
in your account balance.  You can invest your account
entirely in one option or you can divide it among the
seven options, in any whole percentage combination.
Investment mixes must total 100 percent. 

For Example: 

You can choose to invest 100 percent in one option or
choose to invest 15 percent in one option, 64 percent
in another, 16 percent in a third, and five percent in
a fourth. 

After the end of each pay period, your deferrals are
invested as you choose.  In the following paragraphs,
the options are described beginning with the most
conservative and ending with the most aggressive. 

  Fidelity Retirement Money Market Portfolio--          
  Retirement Money Market Portfolio is a money market 
  fund.  It seeks as high a level of current income as
  is consistent with the preservation of principal and
  liquidity.  It invests in high-quality, U.S.          
  dollar-denominated money market instruments of U.S.   
  and foreign issuers.  While the Portfolio seeks to  
  maintain a $1.00 share price, there is no assurance   
  that it will be able to do so.  An investment in the 
  Portfolio is not insured or guaranteed by the U.S.    
  government.  The Portfolio's yield will fluctuate. 
  Retirement Money Market Portfolio is a conservative, 
  relatively low-risk investment. 

  Fidelity Intermediate Bond Fund--Intermediate Bond
  Fund is an income fund.  It seeks a high level of
  current income by investing primarily in high and
  medium grade fixed income obligations.  These fixed  
  income obligations include corporate bonds, mortgage 
  securities, bank obligations and U.S. government and 
  agency securities.  The Fund's dollar-weighted
  average portfolio maturity ranges between three and
  ten years.  The Fund's share price, yield and return  
  will fluctuate.

                       157


  Fidelity U.S. Equity Index Portfolio--U.S. Equity
  Index Portfolio is a growth and income fund.  It
  seeks investment results that correspond to the total
  return performance of the S&P 500 Index, which is
  comprised of common stocks.  Dividend amounts will
  vary.  The Portfolio's share price and return will
  fluctuate. 

  Fidelity Growth & Income Portfolio--Fidelity Growth &
  Income Portfolio is a growth and income fund.  It   
  seeks long-term capital growth, current income and
  growth of income.  It invests primarily in the
  securities of companies with the potential for growth
  of earnings while paying current dividends. 
  Consistent with the objective, the Portfolio's
  manager will generally sell securities of companies
  for which dividends fall to a level lower than the 
  yield of the S&P 500.  The Fund's share price, yield,
  and return will fluctuate. 

  Fidelity Magellan Fund--Magellan Fund is a growth
  fund.  It seeks long-term capital appreciation by
  investing in the stocks of both well-known and lesser
  known companies with potentially above-average growth
  potential and a correspondingly higher level of risk.
  Securities may be of foreign and domestic companies.
  The Fund's share price and return will fluctuate. 

  Fidelity Contrafund--Fidelity Contrafund is a 
  diversified growth fund.  It seeks capital    
  appreciation.  It invests in the securities of  
  companies that are believed to be undervalued or out
  of favor with the market.  Contrafund invests in the
  common stock and securities convertible into common  
  stock of all types of companies, and in all  
  industries. Contrafund generally invests in smaller  
  to medium size companies which may carry a higher    
  degree of risk.  From time to time, international    
  securities may be purchased by the Fund.  When market
  conditions warrant, the Fund may also invest         
  temporarily in debt securities.  The Fund's share    
  price and return will fluctuate. 

  Hewlett-Packard Stock Fund--The Hewlett-Packard Stock
  Fund enables you to become a stockholder in the
  Company and to participate in HP's growth by
  investing almost exclusively in Hewlett-Packard      
  Common Stock.  Like a mutual fund, this option holds
  a small percentage of high-quality money market      
  instruments providing the option with same day       
  exchangeability without the five-day-settlement      
  period normally associated with purchases and sales  
  of common stocks.  Unlike a mutual fund, this option
  is neither a managed nor diversified portfolio and is
  subject to both the normal external factors affecting
  the general level of stock prices and to specific  
  factors affecting HP.  As a TAXCAP participant      
  investing in the Hewlett-Packard Stock Fund, you have
  the right to vote the full shares of stock
  represented by your TAXCAP account.  Each year before
  the annual meeting, information will be mailed to you
  that will enable you to exercise your voting right. 

If you do not specify how your account is to be
invested when enrolling through TABS, the entire amount
will automatically be invested in the Fidelity
Retirement Money Market Portfolio which is the most
conservative investment.  This also applies when you
enroll through the TAXCAP activity form. 

Once you have enrolled in TAXCAP you may change your
investment mixes for future contributions in one
percent increments as often as you feel necessary by
calling Fidelity at their toll free number
800-457-4015.  You may also exchange your current
account balance as often as you feel necessary by
calling Fidelity at this number.


Fund Information

To obtain your current account balances or performance
and investment information about the Fidelity funds
offered in TAXCAP, call the Fidelity toll-free
automated phone line at 800-457-4015, 24 hours a day,
seven days a week.  To access your account, you must
have your Social Security number, and your Personal
Identification Number (PIN) with Fidelity.  To
establish a Fidelity PIN, you will need to pass the
security check by providing your Social Security
number, your date of birth, and your employee number
(eight digits--you must enter leading zeros).  The fund
codes are:


 Fidelity Retirement Money Market Portfolio    0630
 Fidelity Intermediate Bond Fund               0032
 Fidelity U.S. Equity Index Portfolio          0650
 Fidelity Growth & Income Portfolio            0027
 Fidelity Magellan Fund                        0021
 Fidelity Contrafund                           0022
 HP Stock Fund                                 8655


                       158


To exchange existing assets from one investment option
to another or to redirect your future contributions to
a different investment option with the help of a
Fidelity representative, you can call the same
toll-free number, 800-457-4015.  A Fidelity
representative is on duty from 8:30 am to 8:00 pm
Eastern Time.  FIDELITY REPRESENTATIVES CAN ONLY GIVE
INFORMATION ABOUT THE FUNDS AND LIMITED PLAN
INFORMATION.  THEY CANNOT PROVIDE FINANCIAL ADVICE. 

If you have a hearing impairment, you can call Fidelity
toll-free at 800-835-5089 to conduct account
transactions or to get specific information about your
TAXCAP account.  A Fidelity representative will be
available to answer your questions any business day
from 8:30 am to 8:00 pm Eastern Time. 



Quarterly Participant Statements


Approximately four weeks after the end of each fiscal
quarter you will receive a statement from Fidelity
summarizing all of your account activity and
administrative costs since the last statement and the
total value of your account. 

The information provided includes: 

  the beginning balance, which is the closing balance 
  from the previous statement

  investment performance (gains or losses) 

  investment elections (mixes)

  any fund exchange activities that you authorized for
  the quarter 

  your deferrals for the quarter

  loan information 

  HP's contributions for the quarter

  your ending balance 

  administrative costs 

Administrative costs for TAXCAP include administrative
costs for both Fidelity and TAXCAP Administration in HP
Corporate Offices.  The costs are divided among
participants based on the number of individuals
enrolled in the Plan.  The administrative costs are
expected to be $18 to $20 per participant, per year and
are a line item on the TAXCAP quarterly participant
statement. 


How You Vest in Your Account

You are 100 percent vested in the value of all funds
contributed to your account from the moment they are
placed in your account.  This includes your deferrals,
HP's contributions, rollover contributions, and gains
or losses.  The trustee holds the assets for your
exclusive benefit and they cannot be used for any other
purpose. 

Being immediately 100 percent vested does not mean you
have immediate access to the funds.  Rather, it means
that 100 percent of your account can be distributed if
you leave HP or die. 


When Payouts Are Made

The primary purpose of TAXCAP is to help you meet your
retirement goals.  Therefore, your account value is
only payable when you leave HP or die.  EXCEPTIONS:
While you are still an HP employee, you can request an
in-service hardship withdrawal, or after you reach age
59 1/2, you can withdraw all or part of your account. 


When Your HP Career Ends 

The full value of your TAXCAP account is payable when
you leave HP or die. 

You must elect a distribution option on the TAXCAP
Payment Application at Termination of Participant form
before you leave HP.  The distribution options you have
are: 

  lump sum amount in cash 

  HP stock and cash (only available if you are invested
  in the HP Stock Fund) 

  a direct rollover from TAXCAP to a Fidelity          
  Investments Individual Retirement Account (IRA) 

  a direct rollover from TAXCAP to any other Individual
  Retirement Arrangement or another qualified plan 

If you elect a direct rollover form of payment, no
federal or state income tax withholding will apply to
the amount directly rolled over.  If you elect to have
a portion of your TAXCAP account paid directly to you,
that portion of the distribution and any loan amount
outstanding in your account will be subject to
mandatory 20 percent federal income tax withholding
and, where applicable, elective state income tax
withholding.  You can avoid the mandatory federal
income tax withholding by electing to roll over 100
percent of your distribution through the direct
rollover options. 


                       159


If you elect a direct rollover to a Fidelity
Investments IRA and if Fidelity does not receive a
completed Fidelity Rollover Application form from you
within 60 days of your election, your account will be
liquidated.  A check will be mailed to you payable to
Fidelity Investment for your benefit. 

If you elect to be paid in HP stock for your
investments in the HP Stock Fund, you will receive an
HP stock certificate for the equivalent number of whole
shares in your HP Stock Fund.  The remainder of your
TAXCAP account after the stock shares are issued will
be paid in cash.  This distribution is subject to the
mandatory 20 percent federal income tax withholding.
However, income tax will be withheld only to the extent
that cash is available. 

If you do not make a distribution election within 60
days after the time of termination and your account
balance is $3,500 or less, or your account balance
exceeds $3,500 and you have a loan outstanding, then
your full account balance will default to payment in
cash and the 20 percent mandatory federal income tax
withholding will apply. 

If you do not elect a form of payment at the time of
termination and your account balance exceeds $3,500,
and you have no loan outstanding, distribution of your
account balance will not be made until TAXCAP
Administration receives a signed TAXCAP Payment
Application at Termination of Participant form. 

Any benefit paid from the Plan will be based on the
valuation date immediately following the next HP payday
after Fidelity's receipt of your claim from HP.  See
the Glossary for the definition of "valuation date" for
TAXCAP. 


While You Are an HP Employee--Age 59 1/2 and Hardship
Withdrawals 

Withdrawals from TAXCAP are available after age 59 1/2.
After you reach age 59 1/2, you may withdraw all or
part of your account.  The minimum amount you can
withdraw is $1,000, or if there is less in the account,
the entire value of the account.  The withdrawal will
be subject to mandatory 20 percent federal income tax
withholding unless it is directly rolled over.  The
withdrawal will not be subject to the 10 percent early
withdrawal tax penalty. 

Hardship withdrawals are available to participants who
meet certain stringent Internal Revenue Service (IRS)
requirements.  The maximum withdrawal amount available
is specified by IRS Regulations.  The following
financial needs qualify a participant for a TAXCAP
hardship withdrawal: 

  Unreimbursed medical expenses for you, your spouse or
  dependents. 

  Purchase or construction of your principal residence.

  Payment of tuition and related educational fees for
  the next 12 months of post-secondary education for
  you, your spouse, your children, or dependents. 

  Prevention of eviction from or foreclosure on the
  mortgage on your principal residence. 

  Funeral expenses of a family member. 

As a further requirement for applying for a hardship
withdrawal, you must exhaust all other financial
resources available to you.  One of these resources is
loans available through TAXCAP.  You must have two
TAXCAP loans outstanding prior to applying for a
hardship withdrawal.  If you are not eligible to apply
for a loan, then you may apply for a hardship
withdrawal directly. 

As a condition of receiving your hardship withdrawal,
the IRS requires that you will be unable to contribute
to TAXCAP or the Stock Purchase Plan until the
beginning of the quarter following one year from the
date of your hardship withdrawal.  The combined amount
of your deferrals into TAXCAP for the year you request
a hardship withdrawal and the next calendar year will
be limited to the next year's maximum employee pre-tax
contribution limit as set by the IRS. 

The minimum withdrawal amount is the lesser of $1,000
or all that is available.  All withdrawals are subject
to mandatory twenty percent federal income tax
withholding unless directly rolled over.  Hardship
withdrawals may be subject to a ten percent early
withdrawal tax penalty.  There are exceptions to the
ten percent tax penalty so you should consult your
accountant or tax advisor.  Withdrawals are funded
through the sale of your TAXCAP investments beginning
with the most conservative and progressing to the most
aggressive investment fund. 

To request a withdrawal, call Fidelity at 800-457-4015
for your maximum available withdrawal amount and an
application.  Fill out the required information and
mail the application to Hewlett-Packard Company, TAXCAP
Administration, 3000 Hanover Street, Palo Alto,
California, 94304, MS 20BAX. 

In-service withdrawal requests are processed each
business day by TAXCAP Administration, and checks are
issued from Fidelity within seven business days after
the application is received by TAXCAP Administration. 

Special rules apply for in-service withdrawals for
acquisition employees, (see page 162 for details). 

                       160


How You Can Borrow From Your Account 

While you are an active employee, regular full-time or
regular part-time, you can borrow from your TAXCAP
account.  You cannot borrow from your account if you
are on a medical, military, personal or Family and
Medical Leave Act leave of absence, or receiving
benefits under the Income Protection Plan. 

The maximum amount available is 50 percent of the
account balance (including outstanding loan amounts) on
the date of valuation less any loan balance
outstanding.  The total of all loans is limited to
$50,000 minus the highest loan balance outstanding
during the prior 12-month period.  Loans are subject to
a $1,000 minimum. No more than two loans can be
outstanding at any time. 

This chart shows the maximum outstanding loan amount
you may have at any one time. 

 If your TAXCAP account        The maximum/outstanding
      balance is...               loan amount is...

 $2,000-$100,000                50 percent of
                               account balance

 $100,000+                         $50,000

To initiate a loan, call Fidelity at 800-457-4015. 
Once you have provided the proper security information,
the Fidelity representative will guide you through the
steps of the loan process and inform you of any
restrictions that may apply (maximum allowable loan
amount, etc.). 

Your eligibility for a loan is based on your account
value as of the date you call Fidelity to request a
loan. 

Once the details of the loan transaction have been
agreed to and confirmed by phone, the Fidelity
representative will generate a TAXCAP Loan Agreement
and Promissory Note that will be mailed to your home
address on file at Fidelity.  Upon receipt of the
TAXCAP Loan Agreement and Promissory Note, you must
review the information to make sure everything is
correct.  The loan amount will be liquidated from your
account on the same day that you call (if the call is
received at Fidelity before 4:00 p.m. Eastern Time).
Your loan check will automatically be generated from
Fidelity and mailed to your home address on file at
Fidelity on the second business day after the original
call from you to initiate the loan.  There is
endorsement disclosure information on the back of the
loan check that states by endorsing the loan check, you
have entered a legally binding contract with TAXCAP,
and that you have agreed to all the terms and
conditions under the loan provisions in the Hewlett-
Packard Company Tax Saving Capital Accumulation Plan.
If the terms in the TAXCAP Loan Agreement and
Promissory Note are not correct, do not sign, cash or
deposit your loan check.  Call a Fidelity plan
representative immediately at 1-800-457-4015. 

Special rules apply for loans for acquisition
employees, (see page 162 for details). 


How Your Loan Is Funded

Your loan will be funded through the sale of your
TAXCAP investments in the following order: 

     Fidelity Retirement Money Market Portfolio
     Fidelity Intermediate Bond Fund
     Fidelity U.S. Equity Index Portfolio
     Fidelity Growth & Income Portfolio
     Fidelity Magellan Fund
     Fidelity Contrafund
     Hewlett-Packard Stock Fund


For Example: 

You have a total of $30,000 in TAXCAP investments.  You
have $10,000 in the Retirement Money Market Portfolio,
$10,000 in the Intermediate Bond Fund and $10,000 in
the Magellan Fund.  If you want to take a $15,000 loan,
$10,000 will come from your Retirement Money Market
Portfolio and the remaining $5,000 will come from your
Intermediate Bond Fund. 


How You Repay Your Loan

You repay your loan through automatic, irrevocable
payroll deductions.  You can choose to repay the loan
over one, two, three, or four years.  TAXCAP loan
interest rates are determined by the prime rate on the
last business day of the month preceding the loan
request plus 1/2 percent.  The loan interest rate may
change monthly.  TAXCAP loans are amortized on a
semi-monthly basis.  Amounts repaid are reinvested
semi-monthly based on your investment elections (mixes)
in effect at the time of reinvestment. 

Payroll deductions for your loan will begin
approximately two weeks after receipt of the loan
distribution check.  Repayments, including interest
paid, will be taken out of your paycheck each payday.
Payroll deductions CANNOT be discontinued until the
loan is fully repaid. 


Loan Prepayment

If you wish, you may prepay the full amount of the
outstanding principal and accrued interest without
penalty.  You cannot make partial prepayments except in
the case of certain personal leaves of absence. 

To initiate a prepayment, you can call Fidelity at
800-457-4015.  Once you have provided the proper
security information, the Fidelity representative will
guide you through the steps of the prepayment process.
The Fidelity representative will provide you with the
prepayment amount and the terms of the prepayment
transaction. 

                       161

If you want to have your prepayment effective for the
end of the current month, you must call Fidelity on or
before the second payday of the month.  If the request
is made after this date, Fidelity will inform you that
the prepayment will be effective for the next month. 

Once you have agreed to the terms of the prepayment,
Fidelity will process your loan prepayment application
and send it to you.  Upon receipt of the application,
you must sign it, attach a money order, cashier's check
or HP Credit Union teller check--payable to Fidelity
Investments--and send both the application and check to
TAXCAP Administration in HP Corporate Offices. 

In order to have your prepayment effective in the
current month, TAXCAP Administration must receive the
completed application and check from you on or before
the last business day of the month. If your application
is received after this time, the prepayment application
is void.  All prepayment applications received by
TAXCAP Administration by the last business day of the
month will be forwarded to Fidelity.  Fidelity will
process your loan prepayment on the following payday.
The prepayment will be invested according to your
investment elections (mixes) on file at the time of
repayment to the TAXCAP trust fund.  The next statement
that you receive will reflect that your loan is paid in
full. 

If you are transferring to a foreign entity or to HP's
Flex Force as an On-Contract or On-Call employee, you
must prepay your loan in full prior to transfer. 


Loan Repayment Due to Leave of Absence

IRS restrictions regarding loans prohibit the employee
from defaulting on a loan.  The loan MUST be repaid per
the terms of the loan.  If you are going on a medical
leave of absence and you have an outstanding TAXCAP
loan, you do not have to prepay your loan unless you so
desire.  However, if you are taking a military or
personal or Family and Medical Leave Act leave, you
must prepay ALL anticipated missed payments during your
leave.  In some instances, you may be required to
prepay the entire loan before being granted time off
for a leave. 

The loan repayment procedure for leaves is as follows.
You and your personnel representative will determine
the amount of the repayment.  Personnel will forward
your money order, cashier's check, or HP Credit Union
teller check--made payable to Fidelity Investments--to
TAXCAP Administration for review and processing on the
last business day of each pay period.  Fidelity will
process the repayment on the payday following receipt.
Your repayments will either be entered as individual
payments (if payroll deductions were just interrupted
and you will be returning from leave) or as a lump sum
(if the amount is a full repayment).  If applicable,
you will resume payroll deductions upon returning to
work.  Repayments will be invested according to your
investment election (mixes) on file at the time of
repayment to the TAXCAP trust fund. 


Loan Outstanding at Termination

If you leave HP while a loan is outstanding, the amount
you owe will be subtracted from the payout of your
TAXCAP account.  For income tax purposes, HP will
report the amount you owe on your loan as part of the
total payout you received from the Plan.  Therefore,
the entire amount distributed from the Plan--including
the outstanding loan amount and interest due--is
taxable income and subject to 20 percent mandatory
federal income tax withholding unless the part of your
account actually distributed from TAXCAP is subject to
a direct rollover.  You can defer taxation on your loan
amount by rolling over this amount to an Individual
Retirement Arrangement (IRA) or another qualified plan
within 60 days of the distribution. 


Special Rules for Acquisition Employees 

If you were formerly employed by Avantek, AOT or
Colorado Memory Systems (CMS) and had money transferred
from the Avantek, AOT or CMS plan to TAXCAP, there are
special TAXCAP rules described in this section that
apply to you.  In addition to cash or HP stock
distributions upon termination of employment, you may
also receive your distribution in installments or
various annuity forms of benefit--single life, joint
and survivor or term certain annuities.  Former Avantek
and CMS plan participants may also elect an in-service
withdrawal of any money formerly attributed to a
"rollover account" in the Avantek and CMS plan. 

Upon termination of employment, you will need
spousal consent to receive your distribution in any
form other than a joint and survivor annuity.  You will
also need spousal consent to receive in-service
withdrawals (at age 59 1/2, for hardship, or for an
Avantek rollover account) as well as for loans. 

Loan requests for acquisition employees will be
processed through TAXCAP Administration on a daily
basis.  Acquisition employees can call Fidelity at
1-800-457-4015 to request a loan application.  Fidelity
will mail the application to the home address on file.
You will need to check the appropriate marital status
on the application, sign the application, and, if you
are married, have your spouse sign the consent for the
withdrawal and have the spousal consent form witnessed
by either a plan representative or a notary public. 
The completed forms need to be mailed to TAXCAP
Administration at Corporate offices for processing.
TAXCAP Administration will review the application for
accuracy and release the loan for processing by
Fidelity.  Fidelity will issue the loan check on the
next business day after the loan application has been
approved and released by TAXCAP Administration. 

                       162


How to Make Changes or Receive Your Money

This chart provides a brief summary of how to change
the way you are participating in TAXCAP and to receive
money from you account. 

If You Want To...         You Need To...


Enroll in the Plan.       Call TABS at 800-262-TABS or  
                          Telnet 857-TABS and enroll
                          in TAXCAP.  You must enter    
                          your desired TAXCAP deferral
                          percentage and specify the    
                          investment mix you want in
                          whole percent increments.     
                          Investment mixes must total
                          100 percent.  Once you have   
                          enrolled in TAXCAP, your
                          participation will begin in   
                          the first pay period after
                          you become eligible.  It is   
                          your responsibility to
                          complete a beneficiary        
                          designation form for TAXCAP   
                          and return it to your         
                          personnel representative upon
                          enrollment. 

Change your deferral      Call TABS and make the        
percentage.               desired TAXCAP deferral
                          percentage changes. TABS will 
                          tell you when your changes    
                          will become effective. 

 

Stop making deferrals     Call TABS and change your     
into TAXCAP (that is,     deferral to 0 percent.  Your
change the percentage     deferral will stop as of the
to zero).                 first possible pay period
                          after you call TABS.  TABS    
                          will tell you when your
                          deferrals will be stopped.

Resume making deferrals   Call TABS to re-enroll. TABS  
to TAXCAP after you       will tell you when you are
have stopped.             eligible to begin deferrals   
                          again. 





Resume making deferrals   Take no action. Your          
after a period of         deferrals will resume
suspension due to         automatically at the previous
a formal leave of         percentage when you
absence.                  return.  If you wish to       
                          change your percentage or     
                          cease deferrals entirely,     
                          call TABS upon your return.   
                          TABS will tell you when your  
                          deferral amount will be       
                          changed or stopped. 

Change your               Complete a new beneficiary    
beneficiaries.            form. If you are married and
                          your spouse is not named as   
                          your sole beneficiary, your
                          TAXCAP account will be        
                          distributed to your spouse    
                          upon your death unless the    
                          spousal consent section on    
                          the beneficiary form is       
                          completed. The change in
                          beneficiary will be effective 
                          when the completed            
                          beneficiary form is received  
                          by your Entity or Regional
                          Personnel Department. 

Apply for a withdrawal    Call Fidelity Investments at  
after age 59 1/2.*        800-457-4015 to obtain an
                          application.  Once Fidelity   
                          mails you the application,
                          sign it and send it to TAXCAP 
                          Administration. 

Apply for a hardship      Call Fidelity Investments at  
withdrawal.*              800-457-4015 to obtain an
                          application.  Once Fidelity   
                          mails you the application,
                          sign it and send it to TAXCAP 
                          Administration. 



Apply for a loan.*        Call Fidelity Investments at  
                          800-457-4015 to initiate a
                          loan.  Once you have agreed   
                          to the terms of your loan,
                          your account will be          
                          liquidated for the loan       
                          amount.  The TAXCAP Loan      
                          Agreement and Promissory Note 
                          and loan check will be mailed 
                          to you.  

Elect payout options.*    Complete a TAXCAP Payment     
                          Application at Termination of
                          Participant form and return   
                          it to your Entity or Regional 
                          Personnel Department prior to 
                          termination of employment     
                          with HP. 

*Special rules for acquisition employees apply here
(see page 162 for details). 

                       163

The rules regarding beneficiary designations described
at page 156 will apply to you.  In addition, if you
name someone other than your spouse as beneficiary
before the plan year in which you turn age 35, you must
complete a new beneficiary form in the plan year you
turn age 35 or your spouse will automatically become
your beneficiary. 

Special claim forms for former Avantek, AOT, and CMS
plan participants have been prepared and will be
provided to you as needed.  These forms will reflect
the special rules described in this section. 


How To Claim Benefits

To receive payment of your TAXCAP account balance, you
should complete and return the TAXCAP Payment
Application at Termination of Participant form to your
Entity or Regional Personnel Department prior to
leaving HP.  A TAXCAP Payment Application at
Termination of Participant form is available from your
Entity or Regional Personnel Department. 

If information provided results in incorrect benefit
amounts (whether the information is false, wrong or
incomplete), the benefit amount will be adjusted.  If
HP pays a larger benefit amount than it should have,
reasonable steps will be taken to recover the
overpayment. 

If a Qualified Domestic Relations Order has required
the Plan to set aside a portion of your account for
payment to your ex-spouse or children, you will have no
rights to that portion of the value of your account. 
If HP determines that a person who is to receive
benefits has become unable to handle them properly, HP
may make any reasonable arrangement to distribute the
benefits on the person's behalf. 


If a Claim Is Denied

If all or part of a claim is denied, HP will notify the
claimant (you or your beneficiary) in writing, within
90 days after the claim is received.  This notice will
explain: 

  Why the claim was denied and the specific Plan
  provisions on which the denial is based. 

  What additional information is needed and why. 

  How to appeal the denial. 

  The Plan's review procedure. 

If you or your beneficiary do not receive this notice
within 90 days after HP receives the claim, you or your
beneficiary can consider the claim denied.  To appeal a
claim denial, use the procedure described in the next
section. 


How to Appeal a Denied Claim

You or your beneficiary can appeal a denied claim by
submitting a written request for the appeal to the
Plan's Review Panel.  You or your beneficiary must make
the request within 60 days after the date of the
denial.  If you or your beneficiary do not receive a
written denial, you must make the request within 150
days after the date you first filed the claim. 

Send the written request to: 

Review Panel Under the Hewlett-Packard Company
Tax Saving Capital Accumulation Plan
3000 Hanover Street, 20BAX
Palo Alto, CA 94304


The request must explain why you or your beneficiary
believe an appeal is in order and it must include
supporting facts and any other pertinent information.
HP will let you or your beneficiary review any
pertinent documents which legally can be disclosed in
preparing the request. 

The Review Panel will act upon the request within 60
days after receiving it.  The Panel may ask for
additional time, but a decision, in writing, will be
given within 120 days after the date of the written
request for appeal.  You or your beneficiary will
receive a written explanation of the reasons for the
Panel's decision.  If you or your beneficiary do not
receive notice of the Panel's decision by the end of
the 120-day period, you may consider the appeal
denied. 

If the Panel decides that benefits should have been
paid, HP will take whatever action is necessary to pay
them as soon as possible after receiving notice of the
Panel's decision. 


You Cannot Assign Benefits

No action can be taken to assign your interest in the
Plan or your account to anyone other than you. 
However, a court order that divides your benefits under
this Plan as part of a marital settlement agreement
will be allowed if it is a Qualified Domestic Relations
Order as defined by law and approved by HP. 


How You Can Make Rollover Contributions

If you are a newly hired or rehired employee, you may
be able to make a rollover contribution to the Plan
before you are otherwise eligible to enroll.  You may
do this as described in this section if the check is
made payable to you.  You may also make a direct
rollover, as prescribed by law, into TAXCAP if the
check is made payable to Fidelity Investments as
trustee of the TAXCAP.

                       164

A rollover contribution is a contribution you make to
the Plan with the funds distributed to you from
another qualified retirement plan in order to preserve
the tax deferred status of the money.  A rollover
contribution will be allowed if HP decides that all IRS
requirements have been met. 

There are two situations when you may make a rollover
contribution to TAXCAP with a payout from a qualified
retirement plan from a previous employer: 

  You are still in possession of this payout and less
  than 60 days have elapsed since the date the payout   
  was received by you. 

  You originally rolled the payout into a new and
  separate IRA. 

See your Entity or Regional Personnel Department for a
rollover contribution form if you think you are
qualified. 


If You Leave and Are Rehired

If you leave HP and are rehired, your eligibility to
enroll will be measured from your original hire date,
as if you had never left.  It does not matter whether
you had previously participated in TAXCAP or not.
Therefore, if less than a year has passed since your
original hire date, you become eligible to enroll,
after you are on HP's payroll, on the same entry date
on which you would have been eligible when you were
first hired.  If more than a year has passed since your
original hire date and you are already eligible to
enroll when you return, you may enroll immediately or
on the first day of any following month, after you are
on HP's payroll. 

Under no circumstances will you receive a payout while
on HP's payroll.  Payment cannot be made until you
leave HP or die. 


What Circumstances Can Affect Your Benefits

The chart below describes situations which can affect
your benefits. 

This Situation             Has This Effect on Your      
                           Account


You leave HP.              Your deferrals and HP's      
                           contributions end.  You      
                           elect a payout option of HP  
                           stock, and/or cash, or       
                           direct rollover to a         
                           Fidelity Investments or      
                           other IRA, or qualified plan 
                           of your choice.  TAXCAP      
                           termination distributions    
                           are processed semi-monthly   
                           after payout options have    
                           been entered into HP's       
                           payroll/benefits system. 

You take an unpaid         Your deferrals and HP's      
personal, medical,         contributions are suspended
military or Family         during leave of absence.     
and Medical Leave          Your deferrals and HP's
Act leave of absence.      contributions resume         
                           automatically once you       
                           return to active employment  
                           status.  You are not         
                           eligible to take a loan      
                           while on leave.

You are disabled and       You may continue your        
on the HP Income           deferrals and HP's           
Protection Plan,           contributions under TAXCAP. 
integrating FTO            The amount contributed will  
and in the first           be a percentage of both your
90 days of disability.     IPP benefits and the pay you 
                           receive from HP while on     
                           IPP.  You are not eligible   
                           to take a loan while on IPP.

You are disabled and       As with FTO accrual, cash    
have been on the Income    profit-sharing and the Stock
Protection Plan for 90     Purchase Plan, you will no   
days.  You are still       longer be able to continue
integrating benefits.      deferrals to TAXCAP.  You    
                           are not eligible to take a
                           loan while on IPP. 




You die.                   Your deferrals and HP's      
                           contributions end.  Your
                           beneficiaries may elect a    
                           payout option of HP stock,
                           and/or cash or a direct      
                           rollover to an IRA.  TAXCAP
                           termination distributions    
                           are processed semi-monthly
                           after payment application    
                           forms from the beneficiary
                           are received by TAXCAP       
                           Administration. 


                       165


When Your Participation Is Automatically Suspended

Your participation in TAXCAP is automatically suspended
while you are on: 

  a leave of absence without pay 

  military leave 

  a non-U.S. Hewlett-Packard payroll 

  the HP Income Protection Plan after 90 days of
  disability (The suspension will start with the pay
  period after the 90th day.  However, your deferrals
  before the 90th day will be eligible for HP's
  contributions.) 

During this time, you cannot make deferrals and HP will
not make any contributions to your account.  Your
account will continue to share in the performance of
the investment options you have selected.  Your
deferrals will automatically resume when you return to
active employment status. 


How Your Deferrals May Be Limited

The Internal Revenue Code places a limit on the amount
you may defer in TAXCAP during a calendar year.  This
limit is $9,240 for calendar year 1994.  This limit
does not include HP's contributions. 

In addition, the IRS requires the Plan to pass a
special test--called a non-discrimination test--
designed to ensure a fair mix of deferrals and HP's
contributions among employees at all income levels.  If
the Plan does not meet the test, it may be necessary to
reduce the deferral rate of higher-paid participants
from time to time.  If so, the percentage of pay that
those participants may defer may be reduced below 8
percent.  You will be notified if you are affected by
this test. 


TAXCAP Participation Does Not Affect Your Other HP
Benefits

Although participating in TAXCAP reduces your taxable
pay, it does not affect your Social Security or other
pay-related-HP benefits, nor will participation affect
future pay increases. 


How Contributions May Be Limited

TAXCAP deferrals may only be taken from the first
$235,840 of covered compensation (that is, wages or
salary, commissions and shift differential) in the plan
year August 1, 1993 through July 31, 1994.  The Omnibus
Budget Reconciliation Act of 1993 (OBRA) has reduced
this covered compensation to $150,000 for the plan year
beginning August 1, 1994.  This limitation will be
adjusted for cost of living by the Secretary of the
Treasury. 


Changing or Ending the Plan

Although HP expects to continue the Plan indefinitely,
HP reserves the right to amend or terminate the Plan at
any time.  No amendment of the Plan will reduce the
benefits that any participant has accumulated before
the date the amendment is adopted, except as allowed by
law. 

The assets of the trust fund exist to provide benefits
under the Plan and to pay reasonable expenses of
administering the Plan.  No amendment may divert any
part of the assets for other purposes. 

If the Plan is terminated, each participant retains a
100 percent vested non-forfeitable right in his or her
Plan accounts.  No part of the trust funds will revert
to HP. 

Under present law, the Pension Benefit Guaranty
Corporation does not insure the adequacy of trusts such
as TAXCAP.  Therefore, benefits under TAXCAP are not
insured.


This Plan is subject to Internal Revenue Service
approval under the Internal Revenue Code.  The Plan and
this book are subject to any changes required by the
Internal Revenue Service to meet applicable federal
rules and regulations. 


Income Tax Withholding

The Unemployment Compensation Amendments of 1992,
imposes a mandatory 20 percent federal tax withholding
rate on distributions that are not directly and
immediately rolled over to an individual retirement
account or individual retirement annuity (both referred
to as IRAs) or to another qualified plan. 

If you request that any portion of your TAXCAP account
balance be paid directly to you, you will have 20
percent of that distribution withheld as federal income
taxes.  In general, this applies to most distributions,
e.g., a distribution upon termination from HP, a
withdrawal at or after age 59 1/2 or a hardship
withdrawal -- but not a TAXCAP loan. 

                       166


The Company will provide you with a statement entitled
TAXCAP Special Tax Notice Regarding Plan Payments
whenever you make a withdrawal from the Plan.  This
statement will give you general information about
taxation of your benefits at the time your benefits are
payable. 

Special rules apply for payments made to individuals
who live outside the U.S. 


How The Plan Is Funded

HP makes its contributions to the Plan's trust fund
based on the amount contributed by Plan participants.
Assets in this trust are invested according to the
directions of the Plan participants within the
guidelines established by HP. 

All the money in this trust is used exclusively for
providing Plan benefits to eligible employees and
beneficiaries and for paying the cost of administering
the Plan. 

                       167


How The Stock Purchase Plan Compares To TAXCAP


The following chart compares the Stock Purchase Plan to
TAXCAP. 

                        A Comparison


                Stock Purchase Plan   TAXCAP

Eligibility     Regular full-time     Regular full-time 
                and regular part-     and regular part- 
                time employees        time employees    
                after one year of     one year after
                active service.       the original hire
                                      date.

  
   

Earliest Date   February 1, May 1,    February 1, May 1,
Participation   August 1, or          August 1, or
Starts          November 1, after     November 1, after
                meeting eligibility   meeting           
                requirements.         eligibility       
                                      requirements.

Employee        Generally 1 to 10     Generally 1 to 8
Contributions   percent of pay.       percent of pay,
or Deferrals    Combined maximum      or 1 to 12
(see table,     of 10 percent if      percent of pay
page 156)       you are in both       depending on your
                Plans, and deferring  TAXCAP annual
                more than 5 percent   compensation.
                in the Stock          (For combined
                Purchase Plan.        plan rules, see
                                      table on page
                                      156).

Company Shares  For every two         One dollar for
or Contri-      Employee Shares       every one dollar
butions         purchased, HP         the employee
                contributes one       contributes for
                additional share.     the first 1
                The Company Shares    percent, 2
                are subject to a      percent or 3
                two-year restriction  percent of the
                period.               employee's pay.
                                      $.50 for every 
                                      dollar on the
                                      next 2 percent
                                      of the employee's
                                      pay.  No HP match
                                      above 5 percent
                                      of employee's
                                      pay.

Income Taxes    Income taxes are      Income taxes are
on Employee     withheld from         not withheld from
Contributions   contributions.        deferral amounts.
or Deferrals    Taxes are also
                withheld at the
                time of purchase
                at quarter end, if
                the valuation
                price is greater
                than the purchase
                price.

Withholding     Income taxes are      Income taxes are
Taxes on        withheld on Company   not withheld from
Company         Shares at the end of  company contribu-
Contributions   the restriction       tions.
                period.

Access to       Unrestricted shares   Leaving HP or
Funds           can be withdrawn      upon death; in-
                or sold at any time.  service with-
                To receive Company    drawals ($1,000
                Shares, employees     minimum) are
                must hold their       available at
                Employee Shares for   age 59 1/2; in-
                two years; or upon    service hardship
                retirement or death.  withdrawals are
                                      available upon
                                      meeting certain
                                      IRS requirements.

Loans From      Not allowed.          Allowed--$1,000
Account                               minimum.

Form of         HP stock or cash.     HP stock, cash,
Payout                                or a combination.

Stopping        If due to with-       Stays in trust,
Contributions   drawal from Stock     HP contributions
or Deferrals    Purchase Plan, re-    are made at the
During          funded and no         end of the
Quarter         company contribu-     quarter.
                tions.  If due to
                leave of absence,
                purchase and match
                will occur.

                         168



                          EXHIBIT 3

              CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Registration Statement constituting part of Post-Effective Amendment
No. 3 to the Registration Statement on Form S-8 (registration
No. 2-92331) of the Hewlett-Packard Company Tax Saving Capital
Accumulation Plan of our report dated September 30, 1994 appearing
on page 1 of this Form 11-K.


Price Waterhouse LLP
San Francisco, California

December 21, 1994



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission