UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
   
                                Form S-8
   
                        REGISTRATION STATEMENT 
                                Under 
                      THE SECURITIES ACT OF 1933
                                          
           Exact name of issuer as specified in its charter:
   
                        HEWLETT-PACKARD COMPANY
   
             State or other jurisdiction of         I.R.S. Employer
             incorporation or organization:         Identification No.:  
                 California                         94-1081436
   
                Address of principal executive offices:
            3000 Hanover Street, Palo Alto, California 94304
   
                        Full title of the plan:
                        HEWLETT-PACKARD COMPANY 
               1995 CONVEX STOCK OPTION CONVERSION PLAN
                                   
                Name and address of agent for service:
                          D. CRAIG NORDLUND
           3000 Hanover Street, Palo Alto, California 94304
                                   
   Telephone Number, including area code, of agent for service: (415)
   857-1501
                                   
                    CALCULATION OF REGISTRATION FEE
   
                               Proposed    Proposed         
   Title of                    Maximum     Maximum     
   Securities      Amount      Offering    Aggregate        Amount of
   to be           to be       Price Per   Offering         Registration
   Registered      Registered  Per Share   Price            Fee
                                               
   Common Stock
   Par Value 
   $1.00 
   per Share       328,000     $76.8125   $25,194,500.00    $8,687.76           
             
      
   
   
      
                                 PART I
   
          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
   Item 1.     Plan Information.
   
               Not Applicable.
   
   Item 2.     Registrant Information and Employee Plan Annual Information.
   
               Hewlett-Packard Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), and in accordance therewith files periodic
reports with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the Commission's public reference facilities
located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies of such
material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates.  In addition,
the Company's common stock is listed on the New York and Pacific Stock
Exchanges, where reports, proxy statements and other information
concerning the Company can also be inspected.
   
             Further information  about the Company may be obtained from the
following documents which are incorporated herein by reference.
   
     (a) The Company's Annual Report on Form 10-K for the fiscal year
   ended October 31, 1994 and all subsequent Annual Reports on Form 10-K
   filed by the Company pursuant to Sections 13(a) or 15(d) of the
   Exchange Act.
   
     (b) All other reports filed by the Company pursuant to Section 13(a)
   or 15(d) of the Exchange Act since the end of the fiscal year covered
   by the Company's Annual Report on Form 10-K for the fiscal year ended
   October 31, 1994.
   
     (c) The Company's Proxy Statement dated January 13, 1995 and any
   subsequent Proxy Statement filed by the Company pursuant to Section 14
   of the Exchange Act for an annual or special meeting of shareholders.
   
     Copies of such documents may be obtained without charge by written
   or oral request to the Corporate Secretary, Hewlett-Packard Company,
   3000 Hanover Street, Palo Alto, California 94304, telephone (415)
   857-1501.
   
   
   
  
                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
   Item 3.     Incorporation of Documents by Reference.
     
               The Company hereby incorporates by reference in this 
registration statement the following documents:
   
     (a) The Company's latest annual report on Form 10-K, filed pursuant
   to Section 13(a) or 15(d) of the Exchange Act, containing audited
   financial statements for the Company's latest fiscal year ended October
   31, 1994.
   
     (b) All other reports filed pursuant to Section 13(a) or 15(d) of
   the Exchange Act since the end of the fiscal year covered by the
   Company's annual report referred to in (a) above.
   
     (c) The Company's Proxy Statement dated January 13, 1995 and any
   subsequent Proxy Statement filed by the Company pursuant to Section 14
   of the Exchange Act for an annual or special meeting of shareholders.
   
     All documents subsequently filed by the Company pursuant to Sections
   13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
   a post-effective amendment to this registration statement which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities remaining unsold, shall be deemed to be
   incorporated by reference in this registration statement and to be a
   part hereof from the date of the filing of such documents.
   
   Item 4.     Description of Securities.
   
               The class of securities to be offered is registered under 
               Section 12 of the Exchange Act.
   
   Item 5.     Interests of Named Experts and Counsel.
   
               Inapplicable.
   
   Item 6.     Indemnification of Directors and Officers.
   
               Section 204 of the General Corporation Law of the State of
   California ("California Law") authorizes a corporation to adopt a
   provision in its articles of incorporation eliminating the personal
   liability of directors  to corporations and their shareholders for 
   monetary damages for breach or alleged breach of directors' "duty of
   care."  Following a California corporation's adoption of such a
   provision, its directors are not accountable to corporations and their
   shareholders for monetary damages for conduct constituting negligence
   (or gross negligence) in the exercise of their fiduciary duties;
   however, directors continue to be subject to equitable remedies such
   as injunction or rescission.  Under California Law, a director also
   continues to be liable for (1) a breach of his or her duty of loyalty;
   (2) acts or omissions not in good faith or involving intentional
   misconduct or knowing violations of law; (3) illegal payments of
   dividends; and (4) approval of any transaction from which a director
   derives an improper personal benefit.  The adoption of such a
   provision in the articles of incorporation also does not limit
   directors' liability for violations of the federal securities laws.
   
          Section 317 of the California Law makes provision for the
   indemnification of officers, directors and other corporate agents in
   terms sufficiently broad to indemnify such persons, under certain
   circumstances, for liabilities (including reimbursement for expenses
   incurred) arising under the Securities Act of 1933, as amended (the
   "Securities Act").  An amendment to Section 317 provides that the
   indemnification provided by this section is not exclusive to the
   extent additional rights are authorized in a corporation's articles of
   incorporation.
   
          The Company has adopted provisions in its Amended Articles of
   Incorporation which eliminate the personal liability of its directors
   to the Company and its shareholders for monetary damages for breach of
   the directors' fiduciary duties in certain circumstances and authorize
   the Company to indemnify its officers, directors and other agents to
   the fullest extent permitted by law. 
   
   
   Item 7.     Exemption from Registration Claimed.
   
               Inapplicable.
     
   Item 8.     Exhibits.
   
               See Exhibit Index.
   
   Item 9.     Undertakings.
   
               (a) Rule 415 Offering
   
               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:
   
               (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;
   
               (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 (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3 or Form S-8, and
   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 or 15(d) of the Exchange Act that
   are incorporated by reference in the registration statement.
   
          (2)  That, for the purpose 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.
   
          (b)   Filing Incorporating Subsequent Exchange Act Documents by    
  Reference. 
       
     The undersigned registrant hereby undertakes 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.
   
          (h)   Request for Acceleration of Effective Date of Filing of
   Registration Statement on Form S-8.
   
        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
   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.
   
   

                            SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, as
   amended, the registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Palo Alto, State of California, on this 19th day of December, 1995. 
   
   
                                                                          
                                        HEWLETT-PACKARD COMPANY
   
                                                                          
                                        By:                          
                                        Ann O. Baskins               
                                        Assistant Secretary 
                                        and Managing Counsel
   
   


   <PAGE>
                          EXHIBIT INDEX
   
   
           Exhibit
           No.
   
           1-4             Not applicable.
   
           5               Opinion re legality.
     
           6-22            Not applicable.  
   
           23.1            Consent of Independent Accountants.   Found
                           at page 9 of this registration statement and
                           incorporated herein by reference.
      
           23.2            Consent of Counsel.  Contained with the opinion
                           filed as Exhibit 5 hereto and incorporated herein
                           by reference.
   
           24              Powers of attorney.  Contained in the signature
                           pages (pages 11-12) of this Form S-8 registration
                           statement and incorporated herein by reference.
   
           25-99           Not applicable.
   
   

           <PAGE>
                       EXHIBIT 5
   
   December 19, 1995
   
   Hewlett-Packard Company
   3000 Hanover Street
   Palo Alto, California 94304
   
          328,000 Shares of common stock of Hewlett-Packard Company
          Offered pursuant to the 1995 Convex Stock Option Conversion Plan
          
 Sir and Madam:
   
     I have examined the proceedings taken and the instruments
   executed in connection with the organization and present
   capitalization of Hewlett-Packard Company (the "Company") and the
   reservation for issuance and authorization of the sale and issuance
   from time to time of not in excess of 328,000 shares of common stock
   (the "Shares") pursuant to the terms of the Company's 1995 Convex
   Stock Option Conversion Plan.  The Shares are the subject of a
   Registration Statement on Form S-8 under the Securities Act of 1933,
   as amended, which is being filed with the Securities and Exchange
   Commission and to which this opinion is to be attached as an exhibit.
   
     Upon the basis of such examination, I am of the following
   opinion:
   
   1.  The authorized shares of the Company consist of 300,000,000 shares
   of preferred stock and 1,200,000,000 shares of common stock.
   
   2.  The proper corporate proceedings necessary to the reservation for
   issuance and the authorization of the sale and issuance from time to
   time of not in excess of 328,000 shares of the common stock of the
   Company pursuant to the Company's 1995 Convex Stock Option Conversion
   Plan have been duly taken and, when issued pursuant to such plan, the
   Shares will be duly and validly issued and fully paid and
   nonassessable.
   
   3.  When the above-mentioned registration statement relating to the
   Shares has become effective and when the listing of the Shares on the
   New York and Pacific Stock Exchanges has been authorized, all
   authorizations, consents, approvals, or other orders of all United
   States regulatory authorities required for the issuance of Shares will
   have been obtained.
   
     You should be aware that I and other members of the
   Hewlett-Packard Company legal department participating in the
   preparation of the Registration Statement owned or held options to
   purchase 46,210 shares of Hewlett-Packard Company common stock at
   September 21, 1995.
   
     You are further advised that I consent to the use of this
   opinion as an exhibit to the above-mentioned Registration Statement.
                                      
                                             Very truly yours,
   
                                                                          
    
                                             Ann O. Baskins
                                             Assistant Secretary 
                                             and Managing Counsel
   
   


                             Exhibit 23.1
   
                     CONSENT OF INDEPENDENT ACCOUNTANTS
   
   
   
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 21, 1994, which appears
on page 43 of the 1994 Annual Report to Shareholders of Hewlett-Packard
Company, which is incorporated by reference in Hewlett-Packard Company's
Annual Report on Form 10-K for the year ended October 31, 1994.


Price Waterhouse LLP
San Francisco, California
December 19, 1995
<PAGE>
                            







                                Exhibit 23.2
   
                             CONSENT OF COUNSEL
   
   Contained with the opinion filed as Exhibit 5 hereto and incorporated
   herein by reference.
   



      <PAGE>
                          Exhibit 24
   
                              POWER OF ATTORNEY
   
     KNOW ALL MEN BY THESE PRESENTS, that the persons whose
   signatures appear below constitute and appoint D. Craig Nordlund and
   Ann O. Baskins, and each of them, as true and lawful attorneys-in-fact
   and agents with full power of substitution and resubstitution, for him
   or her and in his or her name, place and stead, in any and all
   capacities to sign the Form S-8 Registration Statement pertaining to
   the Hewlett-Packard Company 1995 Convex Stock Option Conversion Plan,
   and any or all amendments (including post-effective amendments) to
   said Form S-8 Registration Statement, and to file the same, with all
   exhibits thereto, and other documents in connection therewith, with
   the Securities and Exchange Commission, granting unto said
   attorneys-in-fact and agents full power and authority to do and
   perform each and every act and thing requisite and necessary to be
   done, as fully to all intents and purposes as he or she might or could
   do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents or their substitute or substitutes may
   lawfully do or cause to be done by virtue hereof.
   
        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement and these Amendments to Registration Statements
   have been signed below by the following persons in the capacities and
   on the dates indicated.  Moreover, the undersigned hereby also certify
   that to the best of their knowledge and belief the issuer meets all of
   the requirements for filing on Form S-8.
   
   Signature                     Title            Date
   
   
   /s/Raymond W. Cookingham      Vice President   December 19, 1995 
   Raymond W. Cookingham         and Controller                           
                                  (Principal 
                                  Accounting
                                   Officer)  
   
   /s/Thomas E. Everhart         Director          September 29, 1995
   Thomas E. Everhart
   
   /s/John B. Fery               Director          September 29, 1995
   John B. Fery    
   
   /s/Jean-Paul G. Gimon         Director          December 19, 1995
   Jean-Paul G. Gimon
   
   /s/Harold J. Haynes           Director          October 4, 1995     
   Harold J. Haynes
   
   /s/Walter B. Hewlett          Director          September 30, 1995
   Walter B. Hewlett
   
   /s/Shirley M. Hufstedler      Director          September 28, 1995
   Shirley M. Hufstedler
   
   /s/George A. Keyworth II      Director          December 19, 1995       
   George A. Keyworth II 
   
   /s/David M. Lawrence, MD      Director          December 19, 1995
   David M. Lawrence, MD 
   
   /s/Paul F. Miller, Jr.        Director          December 19, 1995
   Paul F. Miller, Jr.
   
   /s/Susan P. Orr               Director          October 2, 1995    
   Susan P. Orr
   
   /s/Donald E. Petersen         Director          December 19, 1995
   Donald E. Petersen
   
   /s/Lewis E. Platt             Chairman,         September 28, 1995 
   Lewis E. Platt              President and
                              Chief Executive
                             Officer (Principal
                             Executive Officer)
   
   /s/Robert P. Wayman         Executive Vice      December 19, 1995 
   Robert P. Wayman           President,Finance                               
                             and Administration
                              (Chief Financial
                                 Officer)
                               and Director
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UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
   
                                Form S-8
   
                        REGISTRATION STATEMENT 
                                Under 
                      THE SECURITIES ACT OF 1933
                                          
           Exact name of issuer as specified in its charter:
   
                        HEWLETT-PACKARD COMPANY
   
             State or other jurisdiction of         I.R.S. Employer
             incorporation or organization:         Identification No.:  
                 California                         94-1081436
   
                Address of principal executive offices:
            3000 Hanover Street, Palo Alto, California 94304
   
                        Full title of the plan:
                        HEWLETT-PACKARD COMPANY 
               1995 CONVEX STOCK OPTION CONVERSION PLAN
                                   
                Name and address of agent for service:
                          D. CRAIG NORDLUND
           3000 Hanover Street, Palo Alto, California 94304
                                   
   Telephone Number, including area code, of agent for service: (415)
   857-1501
                                   
                    CALCULATION OF REGISTRATION FEE
   
                               Proposed    Proposed         
   Title of                    Maximum     Maximum     
   Securities      Amount      Offering    Aggregate        Amount of
   to be           to be       Price Per   Offering         Registration
   Registered      Registered  Per Share   Price            Fee
                                               
   Common Stock
   Par Value 
   $1.00 
   per Share       328,000     $76.8125   $25,194,500.00    $8,687.76           
             
      
   
   
      
                                 PART I
   
          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
   
   Item 1.     Plan Information.
   
               Not Applicable.
   
   Item 2.     Registrant Information and Employee Plan Annual Information.
   
               Hewlett-Packard Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), and in accordance therewith files periodic
reports with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the Commission's public reference facilities
located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center,
Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies of such
material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates.  In addition,
the Company's common stock is listed on the New York and Pacific Stock
Exchanges, where reports, proxy statements and other information
concerning the Company can also be inspected.
   
             Further information  about the Company may be obtained from the
following documents which are incorporated herein by reference.
   
     (a) The Company's Annual Report on Form 10-K for the fiscal year
   ended October 31, 1994 and all subsequent Annual Reports on Form 10-K
   filed by the Company pursuant to Sections 13(a) or 15(d) of the
   Exchange Act.
   
     (b) All other reports filed by the Company pursuant to Section 13(a)
   or 15(d) of the Exchange Act since the end of the fiscal year covered
   by the Company's Annual Report on Form 10-K for the fiscal year ended
   October 31, 1994.
   
     (c) The Company's Proxy Statement dated January 13, 1995 and any
   subsequent Proxy Statement filed by the Company pursuant to Section 14
   of the Exchange Act for an annual or special meeting of shareholders.
   
     Copies of such documents may be obtained without charge by written
   or oral request to the Corporate Secretary, Hewlett-Packard Company,
   3000 Hanover Street, Palo Alto, California 94304, telephone (415)
   857-1501.
   
   
   
  
                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
   Item 3.     Incorporation of Documents by Reference.
     
               The Company hereby incorporates by reference in this 
registration statement the following documents:
   
     (a) The Company's latest annual report on Form 10-K, filed pursuant
   to Section 13(a) or 15(d) of the Exchange Act, containing audited
   financial statements for the Company's latest fiscal year ended October
   31, 1994.
   
     (b) All other reports filed pursuant to Section 13(a) or 15(d) of
   the Exchange Act since the end of the fiscal year covered by the
   Company's annual report referred to in (a) above.
   
     (c) The Company's Proxy Statement dated January 13, 1995 and any
   subsequent Proxy Statement filed by the Company pursuant to Section 14
   of the Exchange Act for an annual or special meeting of shareholders.
   
     All documents subsequently filed by the Company pursuant to Sections
   13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
   a post-effective amendment to this registration statement which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities remaining unsold, shall be deemed to be
   incorporated by reference in this registration statement and to be a
   part hereof from the date of the filing of such documents.
   
   Item 4.     Description of Securities.
   
               The class of securities to be offered is registered under 
               Section 12 of the Exchange Act.
   
   Item 5.     Interests of Named Experts and Counsel.
   
               Inapplicable.
   
   Item 6.     Indemnification of Directors and Officers.
   
               Section 204 of the General Corporation Law of the State of
   California ("California Law") authorizes a corporation to adopt a
   provision in its articles of incorporation eliminating the personal
   liability of directors  to corporations and their shareholders for 
   monetary damages for breach or alleged breach of directors' "duty of
   care."  Following a California corporation's adoption of such a
   provision, its directors are not accountable to corporations and their
   shareholders for monetary damages for conduct constituting negligence
   (or gross negligence) in the exercise of their fiduciary duties;
   however, directors continue to be subject to equitable remedies such
   as injunction or rescission.  Under California Law, a director also
   continues to be liable for (1) a breach of his or her duty of loyalty;
   (2) acts or omissions not in good faith or involving intentional
   misconduct or knowing violations of law; (3) illegal payments of
   dividends; and (4) approval of any transaction from which a director
   derives an improper personal benefit.  The adoption of such a
   provision in the articles of incorporation also does not limit
   directors' liability for violations of the federal securities laws.
   
          Section 317 of the California Law makes provision for the
   indemnification of officers, directors and other corporate agents in
   terms sufficiently broad to indemnify such persons, under certain
   circumstances, for liabilities (including reimbursement for expenses
   incurred) arising under the Securities Act of 1933, as amended (the
   "Securities Act").  An amendment to Section 317 provides that the
   indemnification provided by this section is not exclusive to the
   extent additional rights are authorized in a corporation's articles of
   incorporation.
   
          The Company has adopted provisions in its Amended Articles of
   Incorporation which eliminate the personal liability of its directors
   to the Company and its shareholders for monetary damages for breach of
   the directors' fiduciary duties in certain circumstances and authorize
   the Company to indemnify its officers, directors and other agents to
   the fullest extent permitted by law. 
   
   
   Item 7.     Exemption from Registration Claimed.
   
               Inapplicable.
     
   Item 8.     Exhibits.
   
               See Exhibit Index.
   
   Item 9.     Undertakings.
   
               (a) Rule 415 Offering
   
               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:
   
               (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;
   
               (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 (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3 or Form S-8, and
   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 or 15(d) of the Exchange Act that
   are incorporated by reference in the registration statement.
   
          (2)  That, for the purpose 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.
   
          (b)   Filing Incorporating Subsequent Exchange Act Documents by    
  Reference. 
       
     The undersigned registrant hereby undertakes 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.
   
          (h)   Request for Acceleration of Effective Date of Filing of
   Registration Statement on Form S-8.
   
        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
   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.
   
   

                            SIGNATURES
   
       Pursuant to the requirements of the Securities Act of 1933, as
   amended, the registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Palo Alto, State of California, on this 19th day of December, 1995. 
   
   
                                                                          
                                        HEWLETT-PACKARD COMPANY
   
                                                                          
                                        By:                          
                                        Ann O. Baskins               
                                        Assistant Secretary 
                                        and Managing Counsel
EXHIBIT INDEX
   
   
           Exhibit
           No.
   
           1-4             Not applicable.
   
           5               Opinion re legality.
     
           6-22            Not applicable.  
   
           23.1            Consent of Independent Accountants.   Found
                           at page 9 of this registration statement and
                           incorporated herein by reference.
      
           23.2            Consent of Counsel.  Contained with the opinion
                           filed as Exhibit 5 hereto and incorporated herein
                           by reference.
   
           24              Powers of attorney.  Contained in the signature
                           pages (pages 11-12) of this Form S-8 registration
                           statement and incorporated herein by reference.
   
           25-99           Not applicable.
EXHIBIT 5
   
   December 19, 1995
   
   Hewlett-Packard Company
   3000 Hanover Street
   Palo Alto, California 94304
   
          328,000 Shares of common stock of Hewlett-Packard Company
          Offered pursuant to the 1995 Convex Stock Option Conversion Plan
          
 Sir and Madam:
   
     I have examined the proceedings taken and the instruments
   executed in connection with the organization and present
   capitalization of Hewlett-Packard Company (the "Company") and the
   reservation for issuance and authorization of the sale and issuance
   from time to time of not in excess of 328,000 shares of common stock
   (the "Shares") pursuant to the terms of the Company's 1995 Convex
   Stock Option Conversion Plan.  The Shares are the subject of a
   Registration Statement on Form S-8 under the Securities Act of 1933,
   as amended, which is being filed with the Securities and Exchange
   Commission and to which this opinion is to be attached as an exhibit.
   
     Upon the basis of such examination, I am of the following
   opinion:
   
   1.  The authorized shares of the Company consist of 300,000,000 shares
   of preferred stock and 1,200,000,000 shares of common stock.
   
   2.  The proper corporate proceedings necessary to the reservation for
   issuance and the authorization of the sale and issuance from time to
   time of not in excess of 328,000 shares of the common stock of the
   Company pursuant to the Company's 1995 Convex Stock Option Conversion
   Plan have been duly taken and, when issued pursuant to such plan, the
   Shares will be duly and validly issued and fully paid and
   nonassessable.
   
   3.  When the above-mentioned registration statement relating to the
   Shares has become effective and when the listing of the Shares on the
   New York and Pacific Stock Exchanges has been authorized, all
   authorizations, consents, approvals, or other orders of all United
   States regulatory authorities required for the issuance of Shares will
   have been obtained.
   
     You should be aware that I and other members of the
   Hewlett-Packard Company legal department participating in the
   preparation of the Registration Statement owned or held options to
   purchase 46,210 shares of Hewlett-Packard Company common stock at
   September 21, 1995.
   
     You are further advised that I consent to the use of this
   opinion as an exhibit to the above-mentioned Registration Statement.
                                      
                                             Very truly yours,
   
                                                                          
    
                                             Ann O. Baskins
                                             Assistant Secretary 
                                             and Managing Counsel
   
   

                             Exhibit 23.1
   
                     CONSENT OF INDEPENDENT ACCOUNTANTS
   
   
   
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 21, 1994, which appears
on page 43 of the 1994 Annual Report to Shareholders of Hewlett-Packard
Company, which is incorporated by reference in Hewlett-Packard Company's
Annual Report on Form 10-K for the year ended October 31, 1994.

Price Waterhouse LLP
San Francisco, California
December 19, 1995
Exhibit 23.2
   
                             CONSENT OF COUNSEL
   
   Contained with the opinion filed as Exhibit 5 hereto and incorporated
   herein by reference.
Exhibit 24
   
                              POWER OF ATTORNEY
   
     KNOW ALL MEN BY THESE PRESENTS, that the persons whose
   signatures appear below constitute and appoint D. Craig Nordlund and
   Ann O. Baskins, and each of them, as true and lawful attorneys-in-fact
   and agents with full power of substitution and resubstitution, for him
   or her and in his or her name, place and stead, in any and all
   capacities to sign the Form S-8 Registration Statement pertaining to
   the Hewlett-Packard Company 1995 Convex Stock Option Conversion Plan,
   and any or all amendments (including post-effective amendments) to
   said Form S-8 Registration Statement, and to file the same, with all
   exhibits thereto, and other documents in connection therewith, with
   the Securities and Exchange Commission, granting unto said
   attorneys-in-fact and agents full power and authority to do and
   perform each and every act and thing requisite and necessary to be
   done, as fully to all intents and purposes as he or she might or could
   do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents or their substitute or substitutes may
   lawfully do or cause to be done by virtue hereof.
   
        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement and these Amendments to Registration Statements
   have been signed below by the following persons in the capacities and
   on the dates indicated.  Moreover, the undersigned hereby also certify
   that to the best of their knowledge and belief the issuer meets all of
   the requirements for filing on Form S-8.
   
   Signature                     Title            Date
   
   
   /s/Raymond W. Cookingham      Vice President   December 19, 1995 
   Raymond W. Cookingham         and Controller                           
                                  (Principal 
                                  Accounting
                                   Officer)  
   
   /s/Thomas E. Everhart         Director          September 29, 1995
   Thomas E. Everhart
   
   /s/John B. Fery               Director          September 29, 1995
   John B. Fery    
   
   /s/Jean-Paul G. Gimon         Director          December 19, 1995
   Jean-Paul G. Gimon
   
   /s/Harold J. Haynes           Director          October 4, 1995     
   Harold J. Haynes
   
   /s/Walter B. Hewlett          Director          September 30, 1995
   Walter B. Hewlett
   
   /s/Shirley M. Hufstedler      Director          September 28, 1995
   Shirley M. Hufstedler
   
   /s/George A. Keyworth II      Director          December 19, 1995       
   George A. Keyworth II 
   
   /s/David M. Lawrence, MD      Director          December 19, 1995
   David M. Lawrence, MD 
   
   /s/Paul F. Miller, Jr.        Director          December 19, 1995
   Paul F. Miller, Jr.
   
   /s/Susan P. Orr               Director          October 2, 1995    
   Susan P. Orr
   
   /s/Donald E. Petersen         Director          December 19, 1995
   Donald E. Petersen
   
   /s/Lewis E. Platt             Chairman,         September 28, 1995 
   Lewis E. Platt              President and
                              Chief Executive
                             Officer (Principal
                             Executive Officer)
   
   /s/Robert P. Wayman         Executive Vice      December 19, 1995 
   Robert P. Wayman           President,Finance                               
                             and Administration
                              (Chief Financial
                                 Officer)
                               and Director