SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.#1)
GEOWORKS
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
373692 10
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).<PAGE>
1 Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of
Above Persons
Hewlett-Packard Company, 94-1081436
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2 Check the Appropriate Box if a Member of a Group
(a) [ ]
Not Applicable (b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
California
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5 Sole Voting Power
NUMBER OF 473,269
SHARES --------------------------------------------
BENEFICIALLY 6 Shared Voting Power
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 7 Sole Dispositive Power
473,269
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8 Shared Dispositive Power
0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
473,269
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10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
Not Applicable
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11 Percent of Class Represented by Amount in Row (9)
3.4%*
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12 Type of Reporting Person
CO
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* All calculations are based on 14,094,972 shares of Geoworks Common Stock
outstanding as of December 31, 1996.
Item 1(a). Name of Issuer:
Geoworks
Item 1(b). Address of Issuer's Principal Executive Offices:
960 Atlantic Avenue, Suite 100, Alameda, CA 94501-1074
Item 2(a). Name of Person Filing:
Hewlett-Packard Company
Item 2(b). Address of Principal Business Offices:
3000 Hanover Street, Palo Alto, California 94304
Item 2(c). Citizenship:
California
Item 2(d). Title of Class of Securities:
Common Stock of no par value
Item 2(e). CUSIP Number:
373692 10
Item 3. Type of Person Reporting under Rules 13d-1(b) or 13d-2(b):
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned: 473,269
(b) Percent of Class: 3.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 473,269
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 473,269
(iv) Shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: February 6, 1997
HEWLETT-PACKARD COMPANY
By: Ann O. Baskins
Assistant Secretary
and Managing Counsel
February 6, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hewlett-Packard Company; Amendment No. 1 to Schedule 13G;
Commission File No. 1 4423
Ladies and Gentlemen:
Pursuant to Section 13(g) under the Securities Exchange Act of 1934, as
amended, and the rules thereunder, I am transmitting, on behalf of
Hewlett-Packard Company, an Amendment No. 1 to Schedule 13G dated today's
date in connection with the ownership of equity securities of Geoworks.
If you have any questions or comments concerning the above, please contact
me at (415) 857-3755.
Very truly yours,
Ann O. Baskins
Assistant Secretary
and Managing Counsel
DATE: February 6, 1997
