UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------


                                    FORM 13F

                              FORM 13F COVER PAGE


Report for the Calendar Year or Quarter Ended:  March 31, 2002

Check here if Amendment [X]; Amendment Number:  1

This Amendment (Check only one.):

[ ] is a restatement

[X] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:                        Hewlett-Packard Company
Address:                     3000 Hanover Street
                             MS 1050
                             Palo Alto CA 94304

Form 13F File Number:        028-02187

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:                        Charles N. Charnas
Title:                       Assistant Secretary
Phone:                       650-857-6162

Signature, Place, and Date of Signing:



/s/ Charles N. Charnas             Palo Alto, CA            April 16, 2002
[Signature]                        [City, State]            [Date]

Report Type (Check only one.):

[ ]       13F HOLDINGS REPORT. (Check here if all holdings of this reporting
          manager are reported in this report.

[ ]       13F NOTICE. (Check here if no holdings reported are in this report,
          and all holdings are reported by other reporting manager(s).)

[X]       13F COMBINATION REPORT. (Check here if a portion of the holdings for
          this reporting manager are reported in this report and a portion are
          reported by other reporting manager (s).)

List of Other Managers Reporting for this Manager:
[If there are no entries in this list, omit this section.]

Form 13F File Number               Name
28-5160                            Intel Corporation






                             FORM 13F SUMMARY PAGE



Report Summary:

Number of Other Included Managers:                       0

Form 13F Information Table Entry Total:                  1

Form 13F Information Table Value Total:                  $154
                                                         (thousands)

List of Other Included Managers:                         None





                           FORM 13F INFORMATION TABLE




FORM 13-F                             03/31/02
REPORTING MANAGER:                    Hewlett-Packard Company

          ITEM 1           ITEM 2     ITEM 3     ITEM 4     ITEM 5            ITEM 6           ITEM 7             ITEM 8


      Name Of Issuer      Title of    CUSIP       Fair    Shares or   Investment Discretion   Managers       Voting Authority
                           Class      Number     Market   Principal                Shared
                                                  Value    Amount      Sole Shared  Other                   Sole     Shared  None
                                                                        (A)    (B)    (C)                   (A)        (B)    (C)
                                                                                             
Akamai .................. Common    00971T101    154       38,531       X                        HP         38,531

GRAND TOTAL (Thousands)..                        154