Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WAYMAN ROBERT PAUL
  2. Issuer Name and Ticker or Trading Symbol
HEWLETT PACKARD CO [HPQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last)
(First)
(Middle)
C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006
(Street)

PALO ALTO, CA 94304
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 11/21/2006   S   500 D $ 39.9396 238,032.3622 D  
Common Stock 11/21/2006   S   12,100 D $ 39.94 225,932.3622 D  
Common Stock 11/21/2006   S   1,500 D $ 39.9472 224,432.3622 D  
Common Stock 11/21/2006   S   16,300 D $ 39.95 208,132.3622 D  
Common Stock 11/21/2006   S   3,200 D $ 39.9552 204,932.3622 D  
Common Stock 11/21/2006   S   900 D $ 39.9577 204,032.3622 D  
Common Stock 11/21/2006   S   7,600 D $ 39.96 196,432.3622 D  
Common Stock 11/21/2006   S   3,500 D $ 39.9609 192,932.3622 D  
Common Stock 11/21/2006   S   14,700 D $ 39.97 178,232.3622 D  
Common Stock 11/21/2006   S   2,300 D $ 39.9755 175,932.3622 D  
Common Stock 11/21/2006   S   7,000 D $ 39.98 168,932.3622 D  
Common Stock 11/21/2006   S   3,500 D $ 39.9837 165,432.3622 D  
Common Stock 11/21/2006   S   3,700 D $ 39.9846 161,732.3622 D  
Common Stock               21,089.651 (2) I By 401(k) Plan
Common Stock               95,142 I By Wayman Family Trust
Common Stock               2,820 (3) I By custodial account for son

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WAYMAN ROBERT PAUL
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
  X     EVP and CFO  

Signatures

 Charles N. Charnas, Attorney-in-Fact   11/22/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This is the second of two Forms 4 filed on this date.
(2) Represents the reporting person's holdings under the Hewlett-Packard Company 401(k) Plan as of October 31, 2006.
(3) Represents shares held in a custodial account by the reporting person's wife for the benefit of their son. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purposes.

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