<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 1998
REGISTRATION NO. 333-44113
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
HEWLETT-PACKARD COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-1081436
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
</TABLE>
3000 HANOVER STREET
PALO ALTO, CA 94304
(650) 857-1501
(Address including zip code, and telephone number, including area code, of
Principal Executive Offices of Registrant)
--------------
D. CRAIG NORDLUND, ESQ.
ASSOCIATE GENERAL COUNSEL AND SECRETARY
HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
(650) 857-1501
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)
--------------
COPIES TO:
<TABLE>
<S> <C>
ANN O. BASKINS, ESQ. DOUGLAS D. SMITH, ESQ.
MARIE OH HUBER, ESQ. GREGORY J. CONKLIN, ESQ.
HEWLETT-PACKARD COMPANY GIBSON DUNN & CRUTCHER LLP
3000 HANOVER STREET ONE MONTGOMERY STREET, TELESIS TOWER
PALO ALTO, CA 94304 SAN FRANCISCO, CA 94104
TELEPHONE: (650) 857-1501 TELEPHONE: (415) 393-8200
</TABLE>
--------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement from the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE>
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 3 (this "Amendment") to the
Registration Statement on Form S-3 (Registration No. 333-44113) (the
"Registration Statement") of Hewlett-Packard Company, a Delaware corporation
("Hewlett-Packard" or the "Company") is to deregister all Liquid Yield
Option(TM) Notes ("LYONs(TM)") issued by Hewlett-Packard on October 14, 1997
and not sold pursuant to the Registration Statement prior to October 14, 1998.
The LYONs are convertible into shares of common stock (the "Common Stock") of
Hewlett-Packard at the option of the holders at any time on or prior to
maturity on October 14, 2017, unless previously redeemed or otherwise
purchased. The Registration Statement was filed pursuant to a Registration
Rights Agreement, dated October 14, 1997 (the "Registration Rights
Agreement"), by and between Hewlett-Packard and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), as initial
purchaser. Pursuant to the Registration Rights Agreement, Hewlett-Packard has
agreed to use reasonable efforts to keep the Registration Statement effective
with respect to the LYONs until one year, or in the case of the Common Stock
issuable upon conversion of the LYONs until two years, from the date of
initial issuance of the LYONs or such earlier date as all securities
registrable thereunder have been disposed of. Accordingly, Hewlett-Packard is
filing this Amendment to deregister all LYONs not sold pursuant to the
Registration Statement prior to October 14, 1998.
This Amendment does not deregister, and Hewlett-Packard intends that the
Registration Statement remain effective with respect to, the shares of Common
Stock issuable upon conversion of the LYONs.
<PAGE>
P R O S P E C T U S
5,813,298 SHARES
[LOGO OF HEWLETT PACKARD]
COMMON STOCK
This Prospectus relates to 5,813,298 shares of Common Stock, par value $0.01
per share (the "Common Stock"), of Hewlett-Packard Company, a Delaware
corporation ("Hewlett-Packard" or the "Company"), that may be offered and sold
from time to time by the several holders thereof (the "Selling Holders"). The
Common Stock offered by this Prospectus was acquired upon conversion of Liquid
Yield Option(TM) Notes due 2017 ("LYONs(TM)") of the Company. The Company will
not receive any proceeds from sales of the Common Stock by the Selling
Holders. The Company has agreed to bear certain expenses in connection with
the registration of the Common Stock being offered and sold by the Selling
Holders. The Common Stock is traded on the New York Stock Exchange (the
"NYSE") under the symbol "HWP".
This Prospectus and the Registration Statement of which this Prospectus
forms a part will not be available for sales of the Common Stock during the
periods:
<TABLE>
<S> <C> <C>
October 14, 1998 through November 17, 1998
January 18, 1999 through February 17, 1999
April 14, 1999 through May 18, 1999
July 16, 1999 through August 17, 1999
October 14, 1999 through November 16, 1999
</TABLE>
In addition, the Company has the right to suspend sales under the
Registration Statement of which this Prospectus forms a part up to an
aggregate of 30 days in each twelve-month period under certain circumstances.
Therefore, any sales of Common Stock may only be offered or sold during the
foregoing periods pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act").
The Common Stock may be offered for sale and sold by the Selling Holders
from time to time in varying amounts at prices and on terms to be determined
at the time of sale. To the extent required, the name(s) of the Selling
Holder(s), the number of shares of Common Stock to be sold, the purchase
price, the public offering price, if applicable, the name of any agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting compensation thereto with respect to a particular offering will
be set forth in a supplement or supplements to this Prospectus (each, a
"Prospectus Supplement"). See "Plan of Distribution."
Selling Holders and any broker-dealers or agents that participate with a
Selling Holder in the distribution of any of the Common Stock may be deemed to
be "underwriters" within the meaning of the Securities Act and any discount or
commission received by them and any profit on the resale of the Common Stock
purchased by them may be deemed to be underwriting discounts or commissions
under the Securities Act.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 27, 1998.
- --------
(TM)Trademark of Merrill Lynch & Co., Inc.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
therewith, the Company is required to file periodic reports and other
information with the Securities and Exchange Commission (the "Commission").
Such reports and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Section
of the Commission at the above Washington, D.C. address at prescribed rates.
In addition, the Commission maintains a site on the World Wide Web that
contains reports, proxy statements and other information filed electronically
with the Commission. The address of such Web site is http://www.sec.gov. Such
material can also be inspected and copied at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, NY 10005 and the Pacific Exchange,
Inc., 301 Pine Street, San Francisco, CA 94104 and 233 South Beaudry Avenue,
Los Angeles, California 90012.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
and are hereby incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended October 31, 1997;
(b) Quarterly Report on Form 10-Q for the period ended January 31, 1998;
(c) Quarterly Report on Form 10-Q for the period ended April 30, 1998;
(d) Quarterly Report on Form 10-Q for the period ended July 31, 1998;
(e) Current Reports on Form 8-K dated May 20, 1998; and
(f) The description of the Common Stock contained in (i) the Certificate of
Incorporation of Hewlett-Packard Company which appeared as Exhibit 3(a)
of the Company's Quarterly Report on Form 10-Q for the period ended
April 30, 1998, and (ii) the Agreement and Plan of Merger of Hewlett-
Packard Company, a Delaware corporation, and Hewlett-Packard Company, a
California corporation, which appeared as Exhibit 2.1 to the Current
Report on Form 8-K filed with the Commission on May 20, 1998.
In addition to the foregoing, all documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the Common
Stock shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. Subject to the foregoing,
all information appearing in this Prospectus is qualified in its entirety by
the information appearing in the documents incorporated by reference.
This Prospectus incorporates documents by reference with respect to the
Company that are not presented herein or delivered herewith. These documents
(other than the exhibits to any such document, unless specifically requested)
are available without charge to any person, including any beneficial holder of
Common Stock to whom this Prospectus is delivered, upon written or oral
request to Hewlett-Packard Company, 3000 Hanover Street, Palo Alto, California
94304, telephone number (650) 857-1501, Attention: Investor Relations.
2
<PAGE>
RISK FACTORS
Prospective investors should carefully consider the following matters,
together with all other information set forth in this Prospectus.
Competition. Hewlett-Packard encounters aggressive competition in all areas
of its business activity. The Company's competitors are numerous, ranging from
some of the world's largest corporations to many relatively small and highly
specialized firms. Hewlett-Packard competes primarily on the basis of
technology, performance, price, quality, reliability, distribution and
customer service and support. Product life cycles are short and, to remain
competitive, the Company will be required to develop new products,
periodically enhance its existing products and compete effectively on the
basis of the factors described above. In particular, Hewlett-Packard
anticipates that it will have to continue to adjust prices of many of its
products to stay competitive and it will have to effectively manage financial
returns with reduced gross margins.
New Product Introductions. Hewlett-Packard's future operating results may be
adversely affected if it is unable to continue to develop, manufacture and
market innovative products and services rapidly that meet customer
requirements for product performance and reliability. The process of
developing new high technology products and solutions is inherently complex
and uncertain. It requires accurate anticipation of customers' changing needs
and emerging technological trends. Hewlett-Packard consequently must make
long-term investments and commit significant resources before knowing whether
its predictions will eventually result in products that achieve market
acceptance. After a product is developed, the Company must quickly manufacture
sufficient volumes at acceptable costs. This is a process that requires
accurate forecasting of volumes, mix of products and configurations. Moreover,
the supply and timing of a new product or service must match customers' demand
and timing for the particular product or service. Given the wide variety of
systems, products and services Hewlett-Packard offers, the process of planning
production and managing inventory levels becomes increasingly difficult.
Inventory Management. Inventory management has become increasingly complex
as Hewlett-Packard continues to sell a greater mix of products, especially
printers and personal computers, through third-party commercial and retail
distribution channels. Channel partners constantly adjust their ordering
patterns in response to the Company's and its competitors' supply into the
channel and the timing of their new product introductions and relative feature
sets, as well as seasonal fluctuations in end-user demand such as the back-to-
school and holiday selling periods. Channel partners may increase orders
during times of shortages, cancel orders if the channel is filled with
currently available products, or delay orders in anticipation of new products.
Any excess supply could result in price reductions and inventory writedowns,
which in turn would adversely affect the Company's gross margins.
Short Product Life Cycle. The short life cycles of many of Hewlett-Packard's
products pose a challenge for the effective management of the transition from
existing products to new products and could adversely affect its future
operating results. Product development or manufacturing delays, variations in
product costs, and delays in customer purchases of existing products in
anticipation of new product introductions are among the factors that make a
smooth transition from current products to new products difficult. In
addition, the timing of introductions by suppliers and competitors of new
products and services may negatively affect future operating results of the
Company, especially when competitive product introductions coincide with
periods leading up to Hewlett-Packard's own introduction of new or enhanced
products. Furthermore, some of Hewlett-Packard's own new products may replace
or compete with certain of its current products.
Intellectual Property. Hewlett-Packard generally relies upon patent,
copyright, trademark and trade secret laws in the United States and in
selected other countries to establish and maintain its proprietary rights in
its technology and products. However, there can be no assurance that any of
the Company's proprietary rights will not be challenged, invalidated or
circumvented, or that any such rights will provide significant competitive
advantages. Moreover, because of the rapid pace of technological change in the
information technology industry, many of Hewlett-Packard's products rely on
key technologies developed by others. There can be no assurance that the
Company will be able to continue to obtain licenses to such technologies. In
addition, from time to time
3
<PAGE>
the Company receives notices from third parties regarding patent or copyright
claims. Any such claims, with or without merit, could be time-consuming to
defend, result in costly litigation, divert management's attention and
resources and cause the Company to incur significant expenses. In the event of
a successful claim of infringement against Hewlett-Packard and failure or
inability of Hewlett-Packard to license the infringed technology or to
substitute similar non-infringing technology, the Company's business could be
adversely affected.
Reliance on Suppliers. Portions of Hewlett-Packard's manufacturing
operations are dependent on the ability of suppliers to deliver quality
components, subassemblies and completed products in time to meet critical
manufacturing and distribution schedules. Hewlett-Packard periodically
experiences constrained supply of certain component parts in some product
lines as a result of strong demand in the industry for those parts. Such
constraints, if persistent, may adversely affect the Company's operating
results until alternate sourcing can be developed. In order to secure
components for production and introduction of new products, Hewlett-Packard at
times makes advance payments to certain suppliers, and often enters into
noncancelable purchase commitments with vendors for such components.
Volatility in the prices of these component parts, the possible inability of
the Company to secure enough components at reasonable prices to build new
products in a timely manner in the quantities and configurations demanded or,
conversely, a temporary oversupply of these parts, could adversely affect its
future operating results.
Reliance on Third-Party Distribution Channels. The Company continues to
expand into third-party distribution channels to accommodate changing customer
preferences. As a result, the financial health of commercial and retail
distribution channels, and the Company's continuing relationships with them,
are becoming more important to its success. Some of these companies are thinly
capitalized and may be unable to withstand changes in business conditions.
Hewlett-Packard's financial results could be adversely affected if the
financial condition of certain of these third parties substantially weakens or
if its relationship with them deteriorates.
International. Sales outside the United States make up more than half of
Hewlett-Packard's revenues. In addition, a portion of the Company's product
and component manufacturing, along with key suppliers, are located outside the
United States. Accordingly, Hewlett-Packard's future results could be
adversely affected by a variety of factors, including changes in a specific
country's or region's political conditions or changes or continued weakness in
economic conditions, trade protection measures, import or export licensing
requirements, the overlap of different tax structures, unexpected changes in
regulatory requirements and natural disasters.
Derivative Financial Instruments. The Company is also exposed to foreign
currency exchange rate risk inherent in its sales commitments, anticipated
sales and assets and liabilities denominated in currencies other than the U.S.
dollar, as well as interest rate risk inherent in the Company's debt,
investment and finance receivable portfolio. As more fully described in the
notes to the Company's 1997 annual report to shareholders and interim
financial statements incorporated by reference in this Prospectus, the
Company's risk management strategy utilizes derivative financial instruments,
including forwards, swaps, and purchased options to hedge certain foreign
currency and interest rate exposures, with the intent of offsetting gains and
losses that occur on the underlying exposures with gains and losses on the
derivative contracts hedging them. The Company does not enter into derivatives
for trading purposes.
The Company has performed a sensitivity analysis assuming a hypothetical 10%
adverse movement in foreign exchange rates and interest rates applied to the
hedging contracts and underlying exposures described above. As of July 31,
1998, the analysis indicated that such market movements would not have a
material effect on the Company's consolidated financial position, results of
operations or cash flows. Actual gains and losses in the future may differ
materially from that analysis, however, based on changes in the timing and
amount of interest rate and foreign currency exchange rate movements and the
Company's actual exposures and hedges.
Acquisition, Strategic Alliances, Joint Ventures and Divestitures. As a
matter of course, Hewlett-Packard frequently engages in discussions with a
variety of parties relating to possible acquisitions, strategic alliances,
joint ventures and divestitures. Although consummation of any transactions is
unlikely to have a material effect on Hewlett-Packard's results as a whole,
the implementation or integration of a transaction may contribute to its
4
<PAGE>
results differing from the investment community's expectation in a given
quarter. Divestitures may result in the cancellation of orders and charges to
earnings. Acquisitions and strategic alliances may require, among other
things, integration or coordination with a different company culture,
management team organization and business infrastructure. They may also
require the development, manufacture and marketing of product offerings with
Hewlett-Packard's products in a way that enhances the performance of the
combined business or product line. Depending on the size and complexity of the
transaction, successful integration depends on a variety of factors, including
the hiring and retention of key employees, management of geographically
separate facilities, and the integration or coordination of different research
and development and product manufacturing facilities. All of these efforts
require varying levels of management resources, which may temporarily
adversely impact other business operations.
Earthquake. A portion of Hewlett-Packard's research and development
activities, its corporate headquarters, other critical business operations and
certain of its suppliers are located near major earthquake faults. The
ultimate impact on the Company, its significant suppliers and the general
infrastructure is unknown, but operating results could be materially affected
in the event of a major earthquake. Hewlett-Packard is predominantly uninsured
for losses and interruptions caused by earthquakes.
Environmental. Certain of Hewlett-Packard's operations involve the use of
substances regulated under various federal, state and international laws
governing the environment. It is the Company's policy to apply strict
standards for environmental protection to sites inside and outside the U.S.,
even if not subject to regulations imposed by local governments. The liability
for environmental remediation and related costs is accrued when it is
considered probable and the costs can be reasonably estimated. Environmental
costs are presently not material to the Company's operations or financial
position.
Year 2000. Many computer systems experience problems handling dates in and
beyond the year 1999. Therefore, some computer hardware and software will need
to be modified prior to the year 2000 in order to remain functional. The
Company is assessing both the readiness of its internal computer systems and
the compliance of its computer products and software sold to customers for
handling the year 2000. The Company expects to implement successfully the
systems and programming changes necessary to address year 2000 issues, and
does not believe that the cost of such actions will have a material effect on
the Company's results of operations or financial condition. There can be no
assurance, however, that there will not be a delay in, or increased costs
associated with, the implementation of such changes, and the Company's
inability to implement such changes could have an adverse effect on future
results of operations or financial condition.
Certain hardware and software products currently installed at customer sites
will require upgrade or other remediation to become year 2000 compliant. Some
of the products are used in critical applications where the impact of non-
performance to these customers and other parties could be significant. The
Company believes that it is not legally responsible for costs incurred by its
customers to achieve their year 2000 compliance. However, the Company is
taking steps to identify affected customers, raise customer awareness related
to non-compliance of the Company's older products, and assist the customer
base to assess their risks. The Company may see increasing customer
satisfaction costs related to these actions over the next few years. Since
customer satisfaction programs are on-going, year 2000 complications are not
fully known, and potential liability issues in certain countries are unclear,
the potential impact on the Company's financial condition and results of
operations, especially the impact to warranty cost trends, could be material
in any given quarter.
It is unknown how customer spending patterns may be impacted by year 2000
programs. As customers focus on preparing their business for the year 2000 in
the near term, capital budgets may be spent on remediation efforts,
potentially delaying the purchase and implementation of new systems, thereby
creating less demand for the Company's products and services. This could
adversely affect the Company's future revenues, though the impact is not known
at this time.
The Company is also assessing and addressing the possible effects on the
Company's operations of the year 2000 readiness of key suppliers and
subcontractors. The Company's reliance on suppliers and subcontractors,
5
<PAGE>
and, therefore, on the proper functioning of their information systems and
software, means that their failure to address year 2000 issues could have a
material impact on the Company's operations and financial results. However,
the potential impact and related costs are not known at this time.
Quarterly Fluctuations and Volatility of Stock Price. Although Hewlett-
Packard believes that it has the product offerings and resources needed for
continuing success, future revenue and margin trends cannot be reliably
predicted and may cause the Company to adjust its operations, which could
cause period-to-period fluctuations in operating results. Hewlett-Packard's
stock price, like that of other technology companies, is subject to
significant volatility. The announcement of new products, services or
technological innovations by Hewlett-Packard or its competitors, quarterly
variations in its results of operations, changes in revenue or earnings
estimates by the investment community and speculation in the press or
investment community are among the factors affecting its stock price. In
addition, the stock price may be affected by general market conditions and
domestic and international macroeconomic factors unrelated to Hewlett-
Packard's performance. Because of the foregoing reasons, recent trends should
not be considered reliable indicators of future stock prices or financial
results.
THE COMPANY
Hewlett-Packard was incorporated in 1947 under the laws of the State of
California as the successor to a partnership founded in 1939 by William R.
Hewlett and David Packard and reincorporated in 1998 under the laws of the
State of Delaware. On a worldwide basis, the Company designs, manufactures and
services equipment and systems for measurement, computation and
communications. The Company offers a wide variety of systems and standalone
products, including computer systems, personal computers, printers and other
hardcopy and imaging products, calculators and other personal information
products, electronic test equipment and systems, medical electronic equipment,
components based on optoelectronic, silicon and compound semiconductor
technologies, and instrumentation for chemical analysis. Services such as
systems integration, selective-outsourcing management, consulting, education,
product financing and rentals, as well as customer support and maintenance,
are also an integral part of the Company's offerings.
Hewlett-Packard's principal executive offices are located at 3000 Hanover
Street, Palo Alto, California 94304. Its telephone number is (650) 857-1501.
USE OF PROCEEDS
The Company will not receive any proceeds from sales of the shares of Common
Stock sold from time to time hereunder. The Company has agreed to bear certain
expenses in connection with the registration of the Common Stock being offered
and sold by the Selling Holders.
REGISTRATION RIGHTS
Pursuant to the Registration Rights Agreement, dated as of October 14, 1997,
between the Company and Merrill Lynch, the Company has agreed to use
reasonable efforts to keep the Registration Statement effective with respect
to the Common Stock until October 14, 1999 or such earlier date as all shares
registrable thereunder have been disposed of (the "Effectiveness Period"). The
Registration Statement will not be available for sales of Common Stock (i) for
up to an aggregate of 30 days in any twelve-month period upon notice by the
Company to the holders of LYONs or Common Stock (the "Unavailability Notice")
in the event of certain material developments and (ii) during the periods from
October 14, 1998 through and including November 17, 1998, January 18, 1999
through and including February 17, 1999, April 14, 1999 through and including
May 18, 1999, July 16, 1999 through and including August 17, 1999 and October
14, 1999 through and including November 16, 1999. Each day that the
Registration Statement is unavailable with respect to the sale of Common Stock
because of the Company's delivery of an Unavailability Notice will increase by
one day the one-year period described in the first sentence of this paragraph
during which the Company will maintain the effectiveness of the Registration
Statement with respect to the Common Stock.
6
<PAGE>
SELLING SECURITY HOLDERS
The Common Stock offered by this Prospectus was acquired upon conversion of
LYONs. The LYONs were originally issued by the Company and resold by Merrill
Lynch, as initial purchaser, in transactions exempt from the registration
requirements of the Securities Act, to persons reasonably believed by Merrill
Lynch to be "qualified institutional buyers," as defined in Rule 144A
promulgated under the Securities Act or in transactions complying with the
provisions of Regulation S under the Securities Act. The Selling Holders
(which term includes their transferees, pledgees, donees or their successors)
may from time to time offer and sell pursuant to this Prospectus any or all of
the Common Stock.
The following table sets forth information with respect to the Selling
Holders and the respective number of shares of Common Stock each Selling
Holder has the right to acquire upon conversion of the LYONs beneficially
owned by each Selling Holder. Such information has been obtained from the
Selling Holders. Except as otherwise disclosed herein, none of the Selling
Holders has, or within the past three years has had, any position, office or
other material relationship with the Company or any of its predecessors or
affiliates. Because the Selling Holders may offer all or some portion of the
Common Stock pursuant to this Prospectus, no estimate can be given as to the
amount of the Common Stock that will be held by the Selling Holders upon
termination of any such sales. In addition, the Selling Holders identified
below may have sold, transferred or otherwise disposed of all or a portion of
their LYONs, since the date on which they provided to the Company the
information regarding their LYONs, in transactions exempt from the
registration requirements of the Securities Act.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND THAT
SELLING HOLDER MAY BE OFFERED HEREBY
- -------------- ---------------------
<S> <C>
Aeltus Investment Management 48,870
Allegheny Ludlum Master Trust 135,750
Allied Irish Banks Plc 38,010
Allmerica Select Growth & Income Fund 58,101
Allstate Insurance Company 43,440
Allstate Life Insurance Company 76,020
Argent Classic Convertible Arbitrage Fund 122,175
Argent Classic Convertible Arbitrage Fund (Bermuda) 149,325
Associated Electric & Gas Insurance Services 8,145
BT Alex Brown 167,830
Baker Fentress & Co. 64,807
Bancroft Convertible Fund 19,005
Bank Lips Ltd - Zuerick 2,715
Banque Indust Et Mobil Privee 5,973
Banque Nationale De Paris Georgetown Branch 108,600
Banque Paribas 257,382
Bayer USA Inc. Retirement Fund 55,196
Bavaria TRR Corporation, Delaware 222,630
Bear Stearns Securities Corporation (Convertible Dept.) 576,221
CBR Cement Corp Pension Plan - Master Trust 353
CPR (USA) Inc. 2,715
Capital Markets Transactions Inc. 43,440
Champion International Corporation Master Trust 8,417
City of Birmingham Retirement & Relief System 16,290
Concert Growth Income 48,870
Connecticut General Life Insurance Co. 62,445
Continental Assurance Company Separate Account E 44,526
Continental Casualty Company 54,300
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND THAT
SELLING HOLDER MAY BE OFFERED HEREBY
- -------------- ---------------------
<S> <C>
Continental Casualty Company on Behalf of its Subaccount
Convertible Bond Strategy 54,300
Continental Casualty Company on Behalf of its Subaccount
Designated Gov't Account 74,934
Cova Bond Debenture Fund 2,715
Credit Agricole/Indosuez Luxembourg 70,590
Credit Suisse First Boston 27,150
Davis Convertible Fund 40,790
Delta Airlines Master Trust 19,548
Deutsche Bank AG 114,030
Deutsche Morgan Grenfell Inc. 71,676
Diocese of Buffalo - Priest Ret. Fund 244
Diocese of Buffalo - Pension Fund 380
Donaldson Lufkin & Jenrette Securities Corporation 16,290
Dorinco Reinsurance Company 13,575
Eastern Utilities Assoc. Retirement Plan 760
Elf Acquitaine Pension 1,086
Ellsworth Convertible Growth and Income Fund 8,145
FTI Capital Mgmt 271,500
Fuji US Income Open 15,204
Gencorp Foundation Inc. 1,629
General Electric Mortgage Insurance Corporation 48,870
General Electric Mortgage Insurance Corporation 27,150
General Motors Employee Domestic Group Pension Trust 21,720
Genesee County Employees' Retirement System 4,344
Goldman, Sachs & Co. 152,149
HSBC Securities Inc. 15,747
Harris Investment Management 7,602
Healthcare Underwriters Mutual Insurance Co. 10,860
HighBridge Capital Corporation 279,645
IDS Bond Fund 67,875
IDS Life Special Income Fund 54,300
Illinois Annuity & Insurance Co. 108,600
International Convertible Growth Fund 29,865
Ixion Investment Co. 271,500
JP Morgan Securities Incorporated 95,568
Kennilworth Partners LP 153,398
Key Trust Company of Ohio 29,865
Lehman Brothers Inc. 268,785
LibertyView Fund LLC 543
LibertyView Plus Fund 2,172
Lord Abbett Bond Debenture Fund 103,170
Mass Mutual Life Ins Co. 132,764
Mass Mutual Life Ins Co. 132,438
Mass Mutual Corp Value Fund 17,702
Medical Liability Mutual Insurance Co. 325,800
Merrill Lynch International Ltd. 806,355
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND THAT
SELLING HOLDER MAY BE OFFERED HEREBY
- -------------- ---------------------
<S> <C>
Merrill Lynch Pierce Fenner & Smith Inc.(1) 342,552
Merrill Lynch Life Insurance Company 32,580
Michigan Mutual Insurance Company 10,860
Mt-Hawley Insurance Co. 1,358
NH BD, LP 10,860
NationsBanc Montgomery Securities, Inc. 32,580
New York Life Insurance Co. (NYLIC) 325,800
New York Life Insurance Co. (NYLIC) 244,350
New York Life Insurance Co. & Annuity Co. (NYLIAC) 27,150
Nomura International PLC 135,750
Pacific Life 162,900
Pell Asset Management 543
Pell Rudman Trust Co. 8,145
Physician's Reciprocal Insurers Account #7 11,946
Port Authority of Allegheny County Retirement and
Disability Allowance for the Employees Represented by
Local 85 10,181
Potlach Corporation 6,516
Public Service Electric & Gas Company Master Retirement
Trust 73,587
Q Investments LP 53,078
QCI 1,086
Quality Income Portfolio 54,300
R/2/ Investments LDC 28,372
RJR Nabisco, Inc. Defined Benefit Master Trust 8,417
SARABOND 5,430
SBC Warburg Dillon Read Inc. 135,207
SEI Balanced Fund 5,430
Silverson International Fund Limited 13,575
Smith Barney Inc. 14,661
Special Short Term Fund II 543,000
Southern Farm Bureau Life Insurance Company 5,430
STI Classic Balanced Fund 16,290
STI Classic Cap Growth Fund 8,145
STI Capital Management 271,500
Strong Asset Allocation Fund Inc. 43,440
Strong Corporate Bond Fund Inc. 46,155
Strong Short Term Bond Inc. 133,035
Swiss Bank Corporation - London Branch 274,487
Teacher Retirement Systems of Texas 217,200
Tennessee Consolidated Retirement System 108,600
The Dow Chemical Company Employees' Retirement Plan 15,068
The Field Foundation of Illinois 815
The Fondren Foundation 1,358
The Minnesota Mutual Life Insurance Company 16,779
The Vanguard Equity Income Fund 40,182
</TABLE>
- --------
(1) Merrill Lynch was the initial purchaser of the LYONs. Merrill Lynch has
provided from time to time, and may continue to provide in the future,
investment banking and investment advisory services to the Company, for
which it has received and may receive customary fees and commissions.
9
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND THAT
SELLING HOLDER MAY BE OFFERED HEREBY
- -------------- ---------------------
<S> <C>
Toronto Dominion (New York), Inc. 71,540
Tote/SEC-CCE 136
TQA Arbitrage Fund, L.P. 10,860
Transamerica Occidental Life Insurance Co "Pension" 488,700
Triton Capital Investments Ltd 4,751
Tuffs Associated Health Plan 13,032
United Food and Commercial Workers Local 1262 and
Employees Pension Fund 3,530
UBS Securities LLC 109,686
University of Massachusetts Medical Center Trust 11,132
University of South Florida Foundation 1,901
Van Kampen American Capital Growth & Income Fund 45,476
Van Kampen American Capital Life Inv. Tr. Growth &
Income Portfolio 679
Van Kampen American Capital Equity Income Fund 130,320
Van Kampen American Capital Harbor Fund 61,088
Westinghouse Electric Corporation Master Trust 55,196
</TABLE>
PLAN OF DISTRIBUTION
The Common Stock may be offered for sale and sold by the several Selling
Holders in one or more transactions, including block transactions, at a fixed
price or fixed prices (which may be changed), at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
prices determined on a negotiated or competitive bid basis. Common Stock may
be sold by a Selling Holder directly, through agents designated from time to
time or to or through broker-dealers designated from time to time, or by such
other means as may be specified in the applicable Prospectus Supplement.
Common Stock may be sold through a broker-dealer acting as agent or broker
for the Selling Holders or to a broker-dealer acting as principal. In the
latter case, the broker-dealer may then resell such Common Stock to the public
at varying prices to be determined by such broker-dealer at the time of
resale.
The Selling Holders and any agents or broker-dealers that participate with
the Selling Holders in the distribution of any of the Common Stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
discount or commission received by them and any profit on the resale of the
Common Stock purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act.
To the extent required, the number of shares of Common Stock to be sold,
certain information relating to the Selling Holders, the purchase price, the
public offering price, if applicable, the name of any underwriter, agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting compensation to such underwriters, agents or broker-dealers with
respect to a particular offering will be set forth in an accompanying
Prospectus Supplement.
LEGAL MATTERS
The validity of the shares of Common Stock was passed upon for the Company
by Gibson, Dunn & Crutcher LLP, San Francisco, California.
EXPERTS
The consolidated financial statements of the Company at October 31, 1996 and
1997, and for each of the years ended October 31, 1995, 1996 and 1997,
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
of the Company for the year ended October 31, 1997, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of such firm as experts in auditing and
accounting.
10
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING MADE BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, ANY SELLING HOLDER OR ANY OF THEIR RESPECTIVE AFFILIATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY OF THE SECURITIES OFFERED HEREBY BY ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFERING OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Risk Factors............................................................... 3
The Company................................................................ 6
Use of Proceeds............................................................ 6
Registration Rights........................................................ 6
Selling Security Holders................................................... 7
Plan of Distribution....................................................... 10
Legal Matters.............................................................. 10
Experts.................................................................... 10
</TABLE>
===============================================================================
===============================================================================
5,813,298 SHARES
COMMON STOCK
------------------
PROSPECTUS
------------------
OCTOBER 27, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
* Previously Provided.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 145 of the Delaware General Corporation Law, the registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933. Registrant's Bylaws require registrant to indemnify its directors
and officers and authorize registrant to indemnify its employees and agents
(other than directors and officers) to the full extent permitted by Delaware
law against certain liabilities and expenses incurred as a result of
proceedings involving such persons in their capacities as such. The Bylaws
further provide that rights conferred under such Bylaws shall not be deemed to
be exclusive of any other right such persons may have or acquire under any
statute, provision or any certificate of incorporation, bylaw, agreement, vote
of stockholders or disinterested directors or otherwise. The Certificate of
Incorporation of registrant precludes registrant and its stockholders from
recovering monetary damages from directors for breach of fiduciary duty as a
director.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.1* Form of Liquid Yield Option(TM) Note.
4.2* Indenture between the Company and Chase Manhattan Bank and Trust
Company, National Association, as Trustee.
4.3 Certificate of Incorporation of Hewlett-Packard Company
(incorporated by reference to
Exhibit 3(a) of the Company's Quarterly Report on Form 10-Q for
the period ended April 30, 1998).
4.4 Bylaws of Hewlett-Packard Company (incorporated by reference to
Exhibit 3(b) of the Company's Quarterly Report on Form 10-Q for
the period ended April 30, 1998).
4.5 Agreement and Plan of Merger of Hewlett-Packard Company, a
Delaware corporation, and Hewlett-Packard Company, a California
corporation (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K dated May 20, 1998).
5* Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
securities being registered.
8* Opinion of General Tax Counsel of Hewlett-Packard Company.
10* Registration Rights Agreement between the Company and Merrill
Lynch & Co., Inc.
12* Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Independent Accountants.
23.2* Consent of Gibson, Dunn & Crutcher LLP.
24* Powers of Attorney.
25* Statement of Eligibility of Trustee of Form T-1.
</TABLE>
- --------
(TM) Trademark of Merrill Lynch & Co., Inc.
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
II-1
<PAGE>
(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 and Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13 (a)
or section 15 (d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15 (d) of the
Exchange Act) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, the latest annual report, to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.
(6) That, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(7) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Palo Alto, State of California, on
October 27, 1998.
Hewlett-Packard Company
Lewis E. Platt*
By___________________________________
Lewis E. Platt
Chairman of the Board, President and
Chief Executive Officer (Principal
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 3 to the Registration Statement has been signed by the
following persons in their capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Lewis E. Platt* Chairman of the Board, October 27, 1998
____________________________________ President and Chief
Lewis E. Platt Executive Officer (Principal
Executive Officer)
</TABLE>
<TABLE>
<S> <C> <C>
Robert P. Wayman* Executive Vice President, October 27, 1998
____________________________________ Finance and Administration
Robert P. Wayman and Chief Financial Officer
(Principal Financial
Officer) and Director
</TABLE>
<TABLE>
<S> <C> <C>
Raymond W. Cookingham* Vice President and October 27, 1998
____________________________________ Controller (Principal
Raymond W. Cookingham Accounting Officer)
</TABLE>
<TABLE>
<S> <C> <C>
Philip M. Condit* Director October 27, 1998
____________________________________
Philip M. Condit
</TABLE>
<TABLE>
<S> <C> <C>
Director
____________________________________
Patricia C. Dunn
</TABLE>
<TABLE>
<S> <C> <C>
Thomas E. Everhart* Director October 27, 1998
____________________________________
Thomas E. Everhart
</TABLE>
<TABLE>
<S> <C> <C>
John B. Fery* Director October 27, 1998
____________________________________
John B. Fery
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Jean-Paul Gimon* Director October 27, 1998
____________________________________
Jean-Paul G. Gimon
Sam Ginn* Director October 27, 1998
____________________________________
Sam Ginn
Richard A. Hackborn* Director October 27, 1998
____________________________________
Richard A. Hackborn
Walter B. Hewlett* Director October 27, 1998
____________________________________
Walter B. Hewlett
George A. Keyworth II* Director October 27, 1998
____________________________________
George A. Keyworth II
David M. Lawrence* Director October 27, 1998
____________________________________
David M. Lawrence, M.D.
Susan P. Orr* Director October 27, 1998
____________________________________
Susan P. Orr
____________________________________ Director
David W. Packard
/s/ Ann O. Baskins October 27, 1998
*By:___________________________
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.1* Form of Liquid Yield Option(TM) Note.
4.2* Indenture between the Company and Chase Manhattan Bank and Trust
Company, National Association, as Trustee.
4.3 Certificate of Incorporation of Hewlett-Packard Company
(incorporated by reference to Exhibit 3(a) of the Company's
Quarterly Report on Form 10-Q for the period ended April 30,
1998).
4.4 Bylaws of Hewlett-Packard Company (incorporated by reference to
Exhibit 3(b) of the Company's Quarterly Report on Form 10-Q for
the period ended April 30, 1998).
4.5 Agreement and Plan of Merger of Hewlett-Packard Company, a
Delaware corporation, and Hewlett-Packard Company, a California
corporation (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K dated May 20, 1998).
5* Opinion of Gibson, Dunn & Crutcher LLP regarding the legality of
securities being registered.
8* Opinion of General Tax Counsel of Hewlett-Packard Company.
10* Registration Rights Agreement between the Company and Merrill
Lynch & Co., Inc.
12* Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Independent Accountants.
23.2* Consent of Gibson, Dunn & Crutcher LLP.
24* Powers of Attorney.
25* Statement of Eligibility of Trustee of Form T-1.
</TABLE>
- --------
(TM)Trademark of Merrill Lynch & Co., Inc.
*Previously filed.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Hewlett-
Packard Company of our report dated November 17, 1997, which appears on page
54 of Hewlett-Packard's 1997 Annual Report to Shareholders, which is
incorporated by reference in its Annual Report on Form 10-K for the year ended
October 31, 1997. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PricewaterhouseCoopers LLP
San Jose, California
October 27, 1998
