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 plans:
                                
        VeriFone, Inc. 1997 Non-Qualified Employee Stock Purchase 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: (650) 857-1501

                       CALCULATION OF REGISTRATION FEE

 Title of                      Proposed        Proposed        
 Securities       Amount       Maximum         Maximum           Amount of
 To be            To Be        Offering Price  Aggregate         Registration
 Registered       Registered   Per Share       Offering Price    Fee(1)(2)     
 ----------------------------------------------------------------------------
 Common Stock
 Par Value $1.00 
 per Share        25,000       $61.7188        $1,542,970        $455.18 
 ----------------------------------------------------------------------------
 (1) Estimated pursuant to Rule 457 solely for purposes of calculating 
     the registration fee.  Amount of the Registration Fee was calculated 
     pursuant to Section 6(b) of the Securities Act of 1933, as amended,
     and was determined by multiplying the aggregate offering amount by
     .000295.

 (2) Estimated in accordance with Rule 457(h) solely for the purpose of 
     calculating the filing fee on the basis of $61.7188 per share, which 
     represents the average of the high and low prices of the Common 
     Stock reported on the New York Stock Exchange Composite Tape on 
     January 26, 1998.



                                
                                 PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference.
   
          Hewlett-Packard Company (the "Company") hereby incorporates by 
 reference in this registration statement the following documents:

         (a) Annual Report on Form 10-K for the fiscal year ended October 
 31, 1997 filed with the Securities and Exchange Commission ("SEC") on 
 January 27, 1998;

         (b) All other reports filed pursuant to Section 13(a) or 15(d)
 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") 
 since the end of the fiscal year covered by the Company document referred 
 to in (a) above;

         (c) The description of the Company's capital stock contained in the 
 Company's Registration Statement under the Exchange Act filed with the SEC
 on or about November 6, 1957 and the Amended and Restated Articles of 
 Incorporation which appeared as Exhibit 3(a) to the Annual Report on 
 Form 10-K for the fiscal year ended October 31, 1996.

         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 a 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 on page 8.

 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 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.

         (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)  Filings 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 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.

         (c)  Regulation S-K Item 512(h) Undertaking for 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.


<PAGE>
                          

                               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 29th day of January, 1998. 


                                                HEWLETT-PACKARD COMPANY

                                                By:  /s/Ann O. Baskins
                                                     -------------------  
                                                     Ann O. Baskins  
                                                     Assistant Secretary 
                                                     & Managing Counsel



                                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 VeriFone, Inc. 1997 
 Non-Qualified Employee Stock Purchase 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. Cookinghamv  Vice President and Controller    January 23, 1998
 ----------------------    (Principal Accounting Officer)
 Raymond W. Cookingham    

                                    Director                 January   , 1998
 ----------------------
 Thomas E. Everhart                                                          
                 
 /s/John B. Fery                    Director                 January 23, 1998
 ----------------------
 John B. Fery    

 /s/Jean-Paul G. Gimon              Director                 January 23, 1998
 ----------------------
 Jean-Paul G. Gimon

 /s/Sam Ginn                        Director                 January 23, 1998
 ----------------------
 Sam Ginn       

 /s/Richard A. Hackborn             Director                 January 23, 1998
 ----------------------
 Richard A. Hackborn

 /s/Walter B. Hewlett               Director                 January 23, 1998
 ----------------------
 Walter B. Hewlett


 ----------------------             Director                 January   , 1998
 George A. Keyworth II

 /s/David M. Lawrence,M.D.          Director                 January 23, 1998
 ----------------------
 David M. Lawrence, M.D.

 /s/Paul F. Miller, Jr.             Director                 January 23, 1998
 ---------------------
 Paul F. Miller, Jr.

 /s/Susan P. Orr                    Director                 January 23, 1998
 ---------------------
 Susan P. Orr

 /s/David W. Packard                Director                 January 23, 1998
 ---------------------
 David W. Packard

 /s/Lewis E. Platt            Chairman, President and        January 23, 1998
 ---------------------        Chief Executive Officer
 Lewis E. Platt            (Principal Executive Officer)

 /s/Robert P. Wayman          Executive Vice President,      January 23, 1998
 ---------------------       Finance and Administration
 Robert P. Wayman            (Chief Financial Officer)
                                  and Director


<PAGE>
                           

                                 EXHIBIT INDEX

    Exhibit No.

      1-3       Not applicable.
     
        4       None

        5       Opinion re legality.
  
      6-22      Not applicable.  

        23.1    Consent of Independent Accountants.   Found at page 10 
                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 6-7) of this Form S-8 registration statement and
                incorporated herein by reference.

        25-98   Not applicable.

        99      VeriFone, Inc. 1997 Non-Qualified Employee Stock Purchase 
                Plan


<PAGE>
                          

                                 EXHIBIT 5


 January 29, 1998

 Hewlett-Packard Company
 3000 Hanover Street
 Palo Alto, California 94304

          25,000 Shares of Common Stock of Hewlett-Packard Company
          Offered pursuant to the VeriFone, Inc. 1997 Non-Qualified 
          Employee Stock Purchase Plan

 Dear Sir or 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 25,000 shares of the Company's Common Stock
 (the "Shares") pursuant to the terms of the VeriFone, Inc. 1997 
 Non-Qualified Employee Stock Purchase Plan (the "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 2,400,000,000 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 25,000 shares of the Common Stock of the
 Company pursuant to the 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 Stock Exchange and The Pacific Exchange has been authorized, 
 all authorizations, consents, approvals, or other orders of all United
 States regulatory authorities required for the issuance of the Shares
 will have been obtained.

 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,

                                   /s/Ann O. Baskins      
                                   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 17, 1997, which appears
 on page 54 of the 1997 Annual Report to Shareholders of Hewlett-Packard
 Company, which is incorporated in Hewlett-Packard Company's Annual Report
 on Form 10-K for the year ended October 31, 1997.

 /s/Price Waterhouse LLP
 Price Waterhouse LLP
 San Jose, California
 January 29, 1998


 <PAGE>
                          


                             Exhibit 23.2

                          CONSENT OF COUNSEL

 Contained with the opinion filed as Exhibit 5 hereto and incorporated 
 herein by reference.


<PAGE>
                    

                              Exhibit 99
     

                             VERIFONE, INC.
     
              1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
  
  
 1.   Purpose.  The purpose of the Plan is to provide certain
 employees of the Company and its Designated Subsidiaries with an
 opportunity to purchase Common Stock of Hewlett-Packard through
 accumulated payroll deductions.  It is the intention of the Company  that
 this Plan not qualify as an "Employee Stock Purchase Plan" under Section
 423 of the Internal Revenue Code of 1986, as amended. 
  
 2.  Definitions.
  
     (a)  "Board" shall mean the Board of Directors of the
 Company. 
  
     (b)  "Code" shall mean the Internal Revenue Code of 1986, as
 amended. 
  
     (c)  "Common Stock" shall mean the Common Stock of
 Hewlett-Packard Company. 
  
     (d)  "Company" shall mean VeriFone, Inc., and any Designated
 Subsidiary of the Company. 
  
     (e)  "Compensation" shall mean all salary, wages (including
 amounts elected to be deferred by the employee, that would otherwise have
 been paid, under any cash or deferred arrangement established by the
 Company), overtime pay, commissions, bonuses and any other remuneration
 paid directly to the employee, but excluding profit sharing, the cost of
 employee benefits paid for by the Company, education or tuition
 reimbursements, imputed income arising under any Company group insurance
 or benefit program, traveling expenses, business and moving
 expense reimbursements, income recognized in connection with stock
 options, contributions made by the Company under any employee benefit
 plan, and similar items of compensation. 
  
     (f)  "Designated Subsidiary" shall mean any Subsidiary which
 has been designated by the Board from time to time in its sole discretion
 as eligible to participate in the Plan. 
  
     (g)  "Employee" shall mean any individual who is an Employee
 of the Company for tax purposes whose customary employment with the
 Company is at least twenty (20) hours per week and more than five (5)
 months in any calendar year.  For purposes of the Plan, the employment
 relationship shall be treated as continuing intact while the individual
 is on sick leave or other leave of absence approved by the Company.  Where
 the period of leave exceeds 90 days and the individual's right to
 reemployment is not guaranteed either by statute or by contract, the
 employment relationship may be deemed to have terminated on the 91st day
 of such leave. 
 
     (h)  "Enrollment Date" shall mean the first day of the
 Offering Period. 
 
     (i)  "Exercise Date" shall mean the last day of the Offering
 Period. 
     
     (j)  "Fair Market Value" shall mean the average of the
 highest and lowest selling prices for the Common Stock as reported on the
 New York Stock Exchange composite tape on the date of such determination. 

     (k)  "Offering Period" shall mean the period of approximately
 six (6) months at the conclusion of which an option granted pursuant to
 the Plan shall be exercised, commencing on the first Trading Day on or
 after August 1, 1997 and terminating on the last Trading Day in
 the period ending the following January 30, 1998. 
 
     (l)  "Plan" shall mean this 1997 Non-Qualified Employee Stock
 Purchase Plan. 
  
     (m) "Purchase Price" shall mean an amount equal to 85% of the
 Fair Market Value of a share of Common Stock on the Enrollment Date or on
 the Exercise Date, whichever is lower. 
  
     (n)  "Reserves" shall mean the number of shares of Common
 Stock covered by each option under the Plan which have not yet been
 exercised and the number of shares of Common Stock which have been
 authorized for issuance under the Plan but not yet placed under option. 
   
     (o)  "Subsidiary" shall mean a corporation, domestic or
 foreign, of which not less than 50% of the voting shares are held by the
 Company or a Subsidiary, whether or not such corporation now exists or is
 hereafter organized or acquired by the Company or a Subsidiary. 
  
     (p)  "Trading Day" shall mean a day on which the New York
 Stock Exchange is open for trading. 
 
 3.   Eligibility.  Any Employee who (i) was not, on June 25, 1997,
 participating in the Offering Period commencing February 1, 1997 under the
 VeriFone, Inc. Amended and Restated Employee Stock Purchase Plan, and (ii)
 who has been an Employee since May 1, 1997 shall be eligible to
 participate in the Plan.
  
 4.   Offering Period.  The Plan shall be implemented by a single
 Offering Period commencing on the first Trading Day on or after August 1,
 1997 and ending on the last Trading Day in the period ending January 30,
 1998.
  
 5.   Participation.
 
      (a)  An eligible Employee may become a participant in the
 Plan by completing a subscription agreement authorizing payroll deductions
 to this Plan and filing it with the Company's payroll office prior to the
 applicable Enrollment Date. 
  
      (b)  Payroll deductions for a participant shall commence on
 the first payroll following the Enrollment Date and shall end on the last
 payroll in the Offering Period to which such authorization is applicable,
 unless sooner terminated by the participant as provided in
 Section 10 hereof. 
  
 6.   Payroll Deductions.
  
      (a)  At the time a participant files his or her subscription
 agreement, he or she shall elect to have payroll deductions made on each
 pay day during the Offering Period in an amount not exceeding 15 percent
 (15%) of the Compensation which he or she receives on each pay day during
 the Offering Period. 
  
      (b)  All payroll deductions made for a participant shall be
 credited to his or her account under the Plan and shall be withheld in
 whole percentages only.  A participant may not make any additional
 payments into such account. 
  
      (c)  A participant may discontinue his or her participation
 in the Plan as provided in Section 10 hereof, or decrease their
 contribution percentage to zero, but otherwise may not increase or
 decrease the rate of his or her payroll deductions during the Offering
 Period. 
  
      (d)  At the time the option is exercised, in whole or in
 part, or at the time some or all of the Company's Common Stock issued
 under the Plan is disposed of, the participant must make adequate
 provision for the Company's federal, state, or other tax withholding
 obligations, if any, which arise upon the exercise of the option or the
 disposition of the Common Stock.  At any time, the Company may withhold
 from the participant's compensation the amount necessary for the Company
 to meet applicable withholding obligations, including any withholding
 required to make available to the Company any tax deductions or benefits
 attributable to sale or early disposition of Common Stock by the Employee. 
  
 7.   Grant of Option.  On the Enrollment Date of the Offering
 Period, each eligible Employee participating in such Offering Period shall
 be granted an option to purchase on the Exercise Date of such Offering
 Period (at the applicable Purchase Price) up to a number of shares of the
 Company's Common Stock determined by dividing such Employee's payroll
 deductions accumulated prior to such Exercise Date and retained in the
 Participant's account as of the Exercise Date by the applicable Purchase
 Price; provided that in no event shall an Employee be permitted to
 purchase during the Offering Period more than the lesser of (i) 1,000
 shares (subject to any adjustment pursuant to Section 19), or (ii) $12,500
 divided by the Fair Market Value of one share of Common Stock on August
 1, 1997.  Exercise of the option shall occur as provided in Section 8
 hereof, unless the participant has withdrawn pursuant to Section 10
 hereof. 
  
 8.   Exercise of Option.  Unless a participant withdraws from the
 Plan as provided in Section 10 hereof, his or her option for the purchase
 of shares shall be exercised automatically on the Exercise Date, and the
 maximum number of full shares subject to option shall be purchased
 for such participant at the applicable Purchase Price with the accumulated
 payroll deductions in his or her account.  No fractional shares shall be
 purchased; any payroll deductions accumulated in a participant's account
 which are not sufficient to purchase a full share shall be returned to the
 participant. Any other monies left over in a participant's account after
 the Exercise Date shall be returned to the participant.  During a
 participant's lifetime, a participant's option to purchase shares
 hereunder is exercisable only by him or her. 
  
 9.   Delivery.  As promptly as practicable after each Exercise Date
 on which a purchase of shares occurs, the Company shall arrange the
 delivery to each participant (or his or her brokerage account), of a
 certificate representing the shares purchased upon exercise of his or her
 option, or the Company shall establish some other means for such
 participants to receive ownership of the shares. 
  
 10.  Withdrawal.  A participant may withdraw all but not less than
 all the payroll deductions credited to his or her account and not yet used
 to exercise his or her option under the Plan at any time by giving written
 notice to the Company.  All of the participant's payroll deductions
 credited to his or her account shall be paid to such participant promptly
 after receipt of notice of withdrawal and such participant's option for
 the Offering Period shall be automatically terminated, and no further
 payroll deductions for the purchase of shares shall be made for such
 Offering Period. 
  
 11.  Termination of Employment.  Upon a participant's ceasing to
 be an Employee for any reason, he or she shall be deemed to have elected
 to withdraw from the Plan and the payroll deductions credited to such
 participant's account during the Offering Period but not yet used to
 exercise the option shall be returned to such participant or, in the case
 of his or her death, to the person or persons entitled thereto under
 Section 15 hereof, and such participant's option shall be automatically
 terminated. 
  
 12.  Interest.  No interest shall accrue on the payroll deductions
 of a participant in the Plan. 
  
 13.  Stock.
  
      (a)  The maximum number of shares of the Common Stock which
 shall be made available for sale under the Plan shall be 25,000 shares,
 subject to adjustment upon changes in capitalization of the Company as
 provided in Section 19 hereof. 
 
      (b)   The participant shall have no interest or voting right
 in shares covered by his option until such option has been exercised.
  
      (c)  Shares to be delivered to a participant under the Plan
 shall be registered in the name of the participant or in the name of the
 participant and his or her spouse. 
  
 14.  Administration.  The Plan shall be administered by the Board
 or a committee of members of the Board appointed by the Board.  The Board
 or its committee shall have full and exclusive discretionary authority to
 construe, interpret and apply the terms of the Plan, to determine
 eligibility and to adjudicate all disputed claims filed under the Plan. 
 Every finding, decision and determination made by the Board or its
 committee shall, to the full extent permitted by law, be final and binding
 upon all parties.  
  
 15.  Designation of Beneficiary.
  
      (a)  A participant may file a written designation of a
 beneficiary who is to receive any shares and cash, if any, from the
 participant's account under the Plan in the event of such participant's
 death subsequent to an Exercise Date on which the option is exercised but
 prior to delivery to such participant of such shares and cash.  In
 addition a participant may file a written designation of a beneficiary who
 is to receive any cash from the participant's account under the Plan in
 the event of such participant's death prior to exercise of the option. 
 If a participant is married and the designated beneficiary is not the
 spouse, spousal consent shall be required for such designation to be
 effective.  
  
      (b)  Such designation of beneficiary may be changed by the
 participant at any time by written notice.  In the event of the death of
 the participant and in the absence of a beneficiary validly designated
 under the Plan who is living at the time of such participant's death, the
 Company shall deliver such shares and/or cash to the executor or
 administrator of the estate of the participant, or if no such executor or
 administrator has been appointed (to the knowledge of the Company), the
 Company, in its discretion, may deliver such shares and/or cash to the
 spouse or to any one or more dependents or relatives of the participant,
 or if no spouse, dependent or relative is known to the Company, then to
 such other person as the Company may designate.
  
 16.  Transferability.  Neither payroll deductions credited to a
 participant's account nor any rights with regard to the exercise of an
 option or to receive shares under the Plan may be assigned, transferred,
 pledged or otherwise disposed of in any way (other than by will, the laws 
 of descent and distribution or as provided in Section 15 hereof) by the
 participant.  Any such attempt at assignment, transfer, pledge or other
 disposition shall be without effect, except that the Company may treat
 such act as an election to withdraw funds from an Offering Period in
 accordance with Section 10 hereof.
  
 17.  Use of Funds.  All payroll deductions received or held by the
 Company under the Plan may be used by the Company for any corporate
 purpose, and the Company shall not be obligated to segregate such payroll
 deductions.
  
 18.  Reports.  Individual accounts shall be maintained for each
 participant in the Plan.  Statements of Account shall be given to
 participating Employee, which statements shall set forth the amounts of
 payroll deductions, the Purchase Price and the number of shares purchased.
 
 19.  Adjustments Upon Changes in Capitalization, Dissolution,
 Liquidation, Merger or Asset Sale.  
  
      (a)  Changes in Capitalization.  Subject to any required action by
 the stockholder of the Company, the Reserves, the maximum number of shares 
 each participant may purchase per Offering Period (pursuant to Section 7),
 as well as the price per share and the number of shares of Common Stock 
 covered by each option under the Plan which has not yet been exercised 
 shall be proportionately adjusted for any increase or decrease in the
 number of issued shares of Common Stock resulting from a stock split, 
 reverse stock split, stock dividend, combination or reclassification of 
 the Common Stock, or any other increase of decrease in the number of
 shares of Common Stock effected without receipt of consideration by the 
 Company; provided, however, that conversion of any convertible securities
 of the Company shall not be deemed to have been "effected without receipt
 of consideration".  Such adjustment shall be made by the Board, whose
 determination in that respect shall be final, binding and conclusive. 
 Except as expressly provided herein, no issuance by the Company of shares
 of stock of any class, or securities convertible into shares of stock of
 any class, shall affect, and no adjustment by reason thereof shall be made
 with respect to, the number or price of shares of Common Stock subject to 
 an option.
  
      (b)  Merger or Asset Sale.  In the event of a proposed sale
 of all or substantially all of the assets of the Company, or the merger
 of the Company with or into another corporation, each outstanding option
 shall be assumed or an equivalent option substituted by the successor
 corporation or a Parent or Subsidiary of the successor corporation. 
  
 20.  Amendment or Termination.  
  
      (a)  The Board of Directors of the Company may at any time
 and for any reason terminate or amend the Plan.  Except as provided in
 Section 19 hereof, no such termination can affect options previously
 granted.  Except as provided in Section 19 hereof, no amendment may make
 any change in any option theretofore granted which adversely affects the 
 rights of any participant.
  
      (b)  Without stockholder consent and without regard to
 whether any participant rights may be considered to have been "adversely
 affected", the Board (or its committee) shall be entitled to establish the
 exchange ratio applicable to amounts withheld in a currency other than
 U.S. dollars, permit payroll withholding in excess of the amount
 designated by a participant in order to adjust for delays or mistakes in
 the Company's processing or properly completed withholding elections,
 establish reasonable waiting and adjustment periods and/or accounting and
 crediting procedures to ensure that amounts applied toward the purchase
 of Common Stock for each participant properly correspond with amounts
 withheld from the participant's Compensation, and establish such other
 limitations or procedures as the Board (or its committee) determines in
 its sole discretion advisable which are consistent with the Plan.
  
 21.  Notices.  All notices or other communications by a participant
 to the Company under or in connection with the Plan shall be deemed to
 have been duly given when received in the form specified by the Company
 at the location, or by the person, designated by the Company for the
 receipt thereof.
  
 22.  Conditions Upon Issuance of Shares.  Shares of Common Stock
 shall not be issued with respect to an option unless the exercise of such
 option and the issuance and delivery of such shares pursuant thereto shall
 comply with all applicable provisions of the law, domestic and foreign,
 including, without limitation, the Securities Act of 1933, as amended, the
 Securities Exchange Act of 1934, as amended, the rules and regulations
 promulgated thereunder, and the requirements of any stock exchange upon
 which the shares may then be listed, and shall be further subject to the
 approval of counsel for the Company with respect to such compliance.
  
 23.  Term of Plan.  The Plan shall become affective August 1, 1997
 and shall continue in effect until shares have been purchased and
 distributed in the Offering Period.  After such purchase and distribution,
 the Plan shall automatically terminate.
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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 plans:
                                
        VeriFone, Inc. 1997 Non-Qualified Employee Stock Purchase 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: (650) 857-1501

                       CALCULATION OF REGISTRATION FEE

 Title of                      Proposed        Proposed        
 Securities       Amount       Maximum         Maximum           Amount of
 To be            To Be        Offering Price  Aggregate         Registration
 Registered       Registered   Per Share       Offering Price    Fee(1)(2)     
 ----------------------------------------------------------------------------
 Common Stock
 Par Value $1.00 
 per Share        25,000       $61.7188        $1,542,970        $455.18 
 ----------------------------------------------------------------------------
 (1) Estimated pursuant to Rule 457 solely for purposes of calculating 
     the registration fee.  Amount of the Registration Fee was calculated 
     pursuant to Section 6(b) of the Securities Act of 1933, as amended,
     and was determined by multiplying the aggregate offering amount by
     .000295.

 (2) Estimated in accordance with Rule 457(h) solely for the purpose of 
     calculating the filing fee on the basis of $61.7188 per share, which 
     represents the average of the high and low prices of the Common 
     Stock reported on the New York Stock Exchange Composite Tape on 
     January 26, 1998.

                                
                                 PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference.
   
          Hewlett-Packard Company (the "Company") hereby incorporates by 
 reference in this registration statement the following documents:

         (a) Annual Report on Form 10-K for the fiscal year ended October 
 31, 1997 filed with the Securities and Exchange Commission ("SEC") on 
 January 27, 1998;

         (b) All other reports filed pursuant to Section 13(a) or 15(d)
 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") 
 since the end of the fiscal year covered by the Company document referred 
 to in (a) above;

         (c) The description of the Company's capital stock contained in the 
 Company's Registration Statement under the Exchange Act filed with the SEC
 on or about November 6, 1957 and the Amended and Restated Articles of 
 Incorporation which appeared as Exhibit 3(a) to the Annual Report on 
 Form 10-K for the fiscal year ended October 31, 1996.

         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 a 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 on page 8.

 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 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.

         (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)  Filings 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 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.

         (c)  Regulation S-K Item 512(h) Undertaking for 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 29th day of January, 1998. 

                                                HEWLETT-PACKARD COMPANY

                                                By:  /s/Ann O. Baskins
                                                     -------------------  
                                                     Ann O. Baskins  
                                                     Assistant Secretary 
                                                     & Managing Counsel

                                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 VeriFone, Inc. 1997 
 Non-Qualified Employee Stock Purchase 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. Cookinghamv  Vice President and Controller    January 23, 1998
 ----------------------    (Principal Accounting Officer)
 Raymond W. Cookingham    

                                    Director                 January   , 1998
 ----------------------
 Thomas E. Everhart                                                          
                 
 /s/John B. Fery                    Director                 January 23, 1998
 ----------------------
 John B. Fery    

 /s/Jean-Paul G. Gimon              Director                 January 23, 1998
 ----------------------
 Jean-Paul G. Gimon

 /s/Sam Ginn                        Director                 January 23, 1998
 ----------------------
 Sam Ginn       

 /s/Richard A. Hackborn             Director                 January 23, 1998
 ----------------------
 Richard A. Hackborn

 /s/Walter B. Hewlett               Director                 January 23, 1998
 ----------------------
 Walter B. Hewlett

 ----------------------             Director                 January   , 1998
 George A. Keyworth II

 /s/David M. Lawrence,M.D.          Director                 January 23, 1998
 ----------------------
 David M. Lawrence, M.D.

 /s/Paul F. Miller, Jr.             Director                 January 23, 1998
 ---------------------
 Paul F. Miller, Jr.

 /s/Susan P. Orr                    Director                 January 23, 1998
 ---------------------
 Susan P. Orr

 /s/David W. Packard                Director                 January 23, 1998
 ---------------------
 David W. Packard

 /s/Lewis E. Platt            Chairman, President and        January 23, 1998
 ---------------------        Chief Executive Officer
 Lewis E. Platt            (Principal Executive Officer)

 /s/Robert P. Wayman          Executive Vice President,      January 23, 1998
 ---------------------       Finance and Administration
 Robert P. Wayman            (Chief Financial Officer)
                                  and Director
EXHIBIT INDEX

    Exhibit No.

      1-3       Not applicable.
     
        4       None

        5       Opinion re legality.
  
      6-22      Not applicable.  

        23.1    Consent of Independent Accountants.   Found at page 10 
                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 6-7) of this Form S-8 registration statement and
                incorporated herein by reference.

        25-98   Not applicable.

        99      VeriFone, Inc. 1997 Non-Qualified Employee Stock Purchase 
                Plan
EXHIBIT 5

 January 29, 1998

 Hewlett-Packard Company
 3000 Hanover Street
 Palo Alto, California 94304

          25,000 Shares of Common Stock of Hewlett-Packard Company
          Offered pursuant to the VeriFone, Inc. 1997 Non-Qualified 
          Employee Stock Purchase Plan

 Dear Sir or 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 25,000 shares of the Company's Common Stock
 (the "Shares") pursuant to the terms of the VeriFone, Inc. 1997 
 Non-Qualified Employee Stock Purchase Plan (the "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 2,400,000,000 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 25,000 shares of the Common Stock of the
 Company pursuant to the 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 Stock Exchange and The Pacific Exchange has been authorized, 
 all authorizations, consents, approvals, or other orders of all United
 States regulatory authorities required for the issuance of the Shares
 will have been obtained.

 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,

                                   /s/Ann O. Baskins      
                                   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 17, 1997, which appears
 on page 54 of the 1997 Annual Report to Shareholders of Hewlett-Packard
 Company, which is incorporated in Hewlett-Packard Company's Annual Report
 on Form 10-K for the year ended October 31, 1997.

 /s/Price Waterhouse LLP
 Price Waterhouse LLP
 San Jose, California
 January 29, 1998
Exhibit 23.2

                          CONSENT OF COUNSEL

 Contained with the opinion filed as Exhibit 5 hereto and incorporated 
 herein by reference.
Exhibit 99
     

                             VERIFONE, INC.
     
              1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
  
  
 1.   Purpose.  The purpose of the Plan is to provide certain
 employees of the Company and its Designated Subsidiaries with an
 opportunity to purchase Common Stock of Hewlett-Packard through
 accumulated payroll deductions.  It is the intention of the Company  that
 this Plan not qualify as an "Employee Stock Purchase Plan" under Section
 423 of the Internal Revenue Code of 1986, as amended. 
  
 2.  Definitions.
  
     (a)  "Board" shall mean the Board of Directors of the
 Company. 
  
     (b)  "Code" shall mean the Internal Revenue Code of 1986, as
 amended. 
  
     (c)  "Common Stock" shall mean the Common Stock of
 Hewlett-Packard Company. 
  
     (d)  "Company" shall mean VeriFone, Inc., and any Designated
 Subsidiary of the Company. 
  
     (e)  "Compensation" shall mean all salary, wages (including
 amounts elected to be deferred by the employee, that would otherwise have
 been paid, under any cash or deferred arrangement established by the
 Company), overtime pay, commissions, bonuses and any other remuneration
 paid directly to the employee, but excluding profit sharing, the cost of
 employee benefits paid for by the Company, education or tuition
 reimbursements, imputed income arising under any Company group insurance
 or benefit program, traveling expenses, business and moving
 expense reimbursements, income recognized in connection with stock
 options, contributions made by the Company under any employee benefit
 plan, and similar items of compensation. 
  
     (f)  "Designated Subsidiary" shall mean any Subsidiary which
 has been designated by the Board from time to time in its sole discretion
 as eligible to participate in the Plan. 
  
     (g)  "Employee" shall mean any individual who is an Employee
 of the Company for tax purposes whose customary employment with the
 Company is at least twenty (20) hours per week and more than five (5)
 months in any calendar year.  For purposes of the Plan, the employment
 relationship shall be treated as continuing intact while the individual
 is on sick leave or other leave of absence approved by the Company.  Where
 the period of leave exceeds 90 days and the individual's right to
 reemployment is not guaranteed either by statute or by contract, the
 employment relationship may be deemed to have terminated on the 91st day
 of such leave. 
 
     (h)  "Enrollment Date" shall mean the first day of the
 Offering Period. 
 
     (i)  "Exercise Date" shall mean the last day of the Offering
 Period. 
     
     (j)  "Fair Market Value" shall mean the average of the
 highest and lowest selling prices for the Common Stock as reported on the
 New York Stock Exchange composite tape on the date of such determination. 

     (k)  "Offering Period" shall mean the period of approximately
 six (6) months at the conclusion of which an option granted pursuant to
 the Plan shall be exercised, commencing on the first Trading Day on or
 after August 1, 1997 and terminating on the last Trading Day in
 the period ending the following January 30, 1998. 
 
     (l)  "Plan" shall mean this 1997 Non-Qualified Employee Stock
 Purchase Plan. 
  
     (m) "Purchase Price" shall mean an amount equal to 85% of the
 Fair Market Value of a share of Common Stock on the Enrollment Date or on
 the Exercise Date, whichever is lower. 
  
     (n)  "Reserves" shall mean the number of shares of Common
 Stock covered by each option under the Plan which have not yet been
 exercised and the number of shares of Common Stock which have been
 authorized for issuance under the Plan but not yet placed under option. 
   
     (o)  "Subsidiary" shall mean a corporation, domestic or
 foreign, of which not less than 50% of the voting shares are held by the
 Company or a Subsidiary, whether or not such corporation now exists or is
 hereafter organized or acquired by the Company or a Subsidiary. 
  
     (p)  "Trading Day" shall mean a day on which the New York
 Stock Exchange is open for trading. 
 
 3.   Eligibility.  Any Employee who (i) was not, on June 25, 1997,
 participating in the Offering Period commencing February 1, 1997 under the
 VeriFone, Inc. Amended and Restated Employee Stock Purchase Plan, and (ii)
 who has been an Employee since May 1, 1997 shall be eligible to
 participate in the Plan.
  
 4.   Offering Period.  The Plan shall be implemented by a single
 Offering Period commencing on the first Trading Day on or after August 1,
 1997 and ending on the last Trading Day in the period ending January 30,
 1998.
  
 5.   Participation.
 
      (a)  An eligible Employee may become a participant in the
 Plan by completing a subscription agreement authorizing payroll deductions
 to this Plan and filing it with the Company's payroll office prior to the
 applicable Enrollment Date. 
  
      (b)  Payroll deductions for a participant shall commence on
 the first payroll following the Enrollment Date and shall end on the last
 payroll in the Offering Period to which such authorization is applicable,
 unless sooner terminated by the participant as provided in
 Section 10 hereof. 
  
 6.   Payroll Deductions.
  
      (a)  At the time a participant files his or her subscription
 agreement, he or she shall elect to have payroll deductions made on each
 pay day during the Offering Period in an amount not exceeding 15 percent
 (15%) of the Compensation which he or she receives on each pay day during
 the Offering Period. 
  
      (b)  All payroll deductions made for a participant shall be
 credited to his or her account under the Plan and shall be withheld in
 whole percentages only.  A participant may not make any additional
 payments into such account. 
  
      (c)  A participant may discontinue his or her participation
 in the Plan as provided in Section 10 hereof, or decrease their
 contribution percentage to zero, but otherwise may not increase or
 decrease the rate of his or her payroll deductions during the Offering
 Period. 
  
      (d)  At the time the option is exercised, in whole or in
 part, or at the time some or all of the Company's Common Stock issued
 under the Plan is disposed of, the participant must make adequate
 provision for the Company's federal, state, or other tax withholding
 obligations, if any, which arise upon the exercise of the option or the
 disposition of the Common Stock.  At any time, the Company may withhold
 from the participant's compensation the amount necessary for the Company
 to meet applicable withholding obligations, including any withholding
 required to make available to the Company any tax deductions or benefits
 attributable to sale or early disposition of Common Stock by the Employee. 
  
 7.   Grant of Option.  On the Enrollment Date of the Offering
 Period, each eligible Employee participating in such Offering Period shall
 be granted an option to purchase on the Exercise Date of such Offering
 Period (at the applicable Purchase Price) up to a number of shares of the
 Company's Common Stock determined by dividing such Employee's payroll
 deductions accumulated prior to such Exercise Date and retained in the
 Participant's account as of the Exercise Date by the applicable Purchase
 Price; provided that in no event shall an Employee be permitted to
 purchase during the Offering Period more than the lesser of (i) 1,000
 shares (subject to any adjustment pursuant to Section 19), or (ii) $12,500
 divided by the Fair Market Value of one share of Common Stock on August
 1, 1997.  Exercise of the option shall occur as provided in Section 8
 hereof, unless the participant has withdrawn pursuant to Section 10
 hereof. 
  
 8.   Exercise of Option.  Unless a participant withdraws from the
 Plan as provided in Section 10 hereof, his or her option for the purchase
 of shares shall be exercised automatically on the Exercise Date, and the
 maximum number of full shares subject to option shall be purchased
 for such participant at the applicable Purchase Price with the accumulated
 payroll deductions in his or her account.  No fractional shares shall be
 purchased; any payroll deductions accumulated in a participant's account
 which are not sufficient to purchase a full share shall be returned to the
 participant. Any other monies left over in a participant's account after
 the Exercise Date shall be returned to the participant.  During a
 participant's lifetime, a participant's option to purchase shares
 hereunder is exercisable only by him or her. 
  
 9.   Delivery.  As promptly as practicable after each Exercise Date
 on which a purchase of shares occurs, the Company shall arrange the
 delivery to each participant (or his or her brokerage account), of a
 certificate representing the shares purchased upon exercise of his or her
 option, or the Company shall establish some other means for such
 participants to receive ownership of the shares. 
  
 10.  Withdrawal.  A participant may withdraw all but not less than
 all the payroll deductions credited to his or her account and not yet used
 to exercise his or her option under the Plan at any time by giving written
 notice to the Company.  All of the participant's payroll deductions
 credited to his or her account shall be paid to such participant promptly
 after receipt of notice of withdrawal and such participant's option for
 the Offering Period shall be automatically terminated, and no further
 payroll deductions for the purchase of shares shall be made for such
 Offering Period. 
  
 11.  Termination of Employment.  Upon a participant's ceasing to
 be an Employee for any reason, he or she shall be deemed to have elected
 to withdraw from the Plan and the payroll deductions credited to such
 participant's account during the Offering Period but not yet used to
 exercise the option shall be returned to such participant or, in the case
 of his or her death, to the person or persons entitled thereto under
 Section 15 hereof, and such participant's option shall be automatically
 terminated. 
  
 12.  Interest.  No interest shall accrue on the payroll deductions
 of a participant in the Plan. 
  
 13.  Stock.
  
      (a)  The maximum number of shares of the Common Stock which
 shall be made available for sale under the Plan shall be 25,000 shares,
 subject to adjustment upon changes in capitalization of the Company as
 provided in Section 19 hereof. 
 
      (b)   The participant shall have no interest or voting right
 in shares covered by his option until such option has been exercised.
  
      (c)  Shares to be delivered to a participant under the Plan
 shall be registered in the name of the participant or in the name of the
 participant and his or her spouse. 
  
 14.  Administration.  The Plan shall be administered by the Board
 or a committee of members of the Board appointed by the Board.  The Board
 or its committee shall have full and exclusive discretionary authority to
 construe, interpret and apply the terms of the Plan, to determine
 eligibility and to adjudicate all disputed claims filed under the Plan. 
 Every finding, decision and determination made by the Board or its
 committee shall, to the full extent permitted by law, be final and binding
 upon all parties.  
  
 15.  Designation of Beneficiary.
  
      (a)  A participant may file a written designation of a
 beneficiary who is to receive any shares and cash, if any, from the
 participant's account under the Plan in the event of such participant's
 death subsequent to an Exercise Date on which the option is exercised but
 prior to delivery to such participant of such shares and cash.  In
 addition a participant may file a written designation of a beneficiary who
 is to receive any cash from the participant's account under the Plan in
 the event of such participant's death prior to exercise of the option. 
 If a participant is married and the designated beneficiary is not the
 spouse, spousal consent shall be required for such designation to be
 effective.  
  
      (b)  Such designation of beneficiary may be changed by the
 participant at any time by written notice.  In the event of the death of
 the participant and in the absence of a beneficiary validly designated
 under the Plan who is living at the time of such participant's death, the
 Company shall deliver such shares and/or cash to the executor or
 administrator of the estate of the participant, or if no such executor or
 administrator has been appointed (to the knowledge of the Company), the
 Company, in its discretion, may deliver such shares and/or cash to the
 spouse or to any one or more dependents or relatives of the participant,
 or if no spouse, dependent or relative is known to the Company, then to
 such other person as the Company may designate.
  
 16.  Transferability.  Neither payroll deductions credited to a
 participant's account nor any rights with regard to the exercise of an
 option or to receive shares under the Plan may be assigned, transferred,
 pledged or otherwise disposed of in any way (other than by will, the laws 
 of descent and distribution or as provided in Section 15 hereof) by the
 participant.  Any such attempt at assignment, transfer, pledge or other
 disposition shall be without effect, except that the Company may treat
 such act as an election to withdraw funds from an Offering Period in
 accordance with Section 10 hereof.
  
 17.  Use of Funds.  All payroll deductions received or held by the
 Company under the Plan may be used by the Company for any corporate
 purpose, and the Company shall not be obligated to segregate such payroll
 deductions.
  
 18.  Reports.  Individual accounts shall be maintained for each
 participant in the Plan.  Statements of Account shall be given to
 participating Employee, which statements shall set forth the amounts of
 payroll deductions, the Purchase Price and the number of shares purchased.
 
 19.  Adjustments Upon Changes in Capitalization, Dissolution,
 Liquidation, Merger or Asset Sale.  
  
      (a)  Changes in Capitalization.  Subject to any required action by
 the stockholder of the Company, the Reserves, the maximum number of shares 
 each participant may purchase per Offering Period (pursuant to Section 7),
 as well as the price per share and the number of shares of Common Stock 
 covered by each option under the Plan which has not yet been exercised 
 shall be proportionately adjusted for any increase or decrease in the
 number of issued shares of Common Stock resulting from a stock split, 
 reverse stock split, stock dividend, combination or reclassification of 
 the Common Stock, or any other increase of decrease in the number of
 shares of Common Stock effected without receipt of consideration by the 
 Company; provided, however, that conversion of any convertible securities
 of the Company shall not be deemed to have been "effected without receipt
 of consideration".  Such adjustment shall be made by the Board, whose
 determination in that respect shall be final, binding and conclusive. 
 Except as expressly provided herein, no issuance by the Company of shares
 of stock of any class, or securities convertible into shares of stock of
 any class, shall affect, and no adjustment by reason thereof shall be made
 with respect to, the number or price of shares of Common Stock subject to 
 an option.
  
      (b)  Merger or Asset Sale.  In the event of a proposed sale
 of all or substantially all of the assets of the Company, or the merger
 of the Company with or into another corporation, each outstanding option
 shall be assumed or an equivalent option substituted by the successor
 corporation or a Parent or Subsidiary of the successor corporation. 
  
 20.  Amendment or Termination.  
  
      (a)  The Board of Directors of the Company may at any time
 and for any reason terminate or amend the Plan.  Except as provided in
 Section 19 hereof, no such termination can affect options previously
 granted.  Except as provided in Section 19 hereof, no amendment may make
 any change in any option theretofore granted which adversely affects the 
 rights of any participant.
  
      (b)  Without stockholder consent and without regard to
 whether any participant rights may be considered to have been "adversely
 affected", the Board (or its committee) shall be entitled to establish the
 exchange ratio applicable to amounts withheld in a currency other than
 U.S. dollars, permit payroll withholding in excess of the amount
 designated by a participant in order to adjust for delays or mistakes in
 the Company's processing or properly completed withholding elections,
 establish reasonable waiting and adjustment periods and/or accounting and
 crediting procedures to ensure that amounts applied toward the purchase
 of Common Stock for each participant properly correspond with amounts
 withheld from the participant's Compensation, and establish such other
 limitations or procedures as the Board (or its committee) determines in
 its sole discretion advisable which are consistent with the Plan.
  
 21.  Notices.  All notices or other communications by a participant
 to the Company under or in connection with the Plan shall be deemed to
 have been duly given when received in the form specified by the Company
 at the location, or by the person, designated by the Company for the
 receipt thereof.
  
 22.  Conditions Upon Issuance of Shares.  Shares of Common Stock
 shall not be issued with respect to an option unless the exercise of such
 option and the issuance and delivery of such shares pursuant thereto shall
 comply with all applicable provisions of the law, domestic and foreign,
 including, without limitation, the Securities Act of 1933, as amended, the
 Securities Exchange Act of 1934, as amended, the rules and regulations
 promulgated thereunder, and the requirements of any stock exchange upon
 which the shares may then be listed, and shall be further subject to the
 approval of counsel for the Company with respect to such compliance.
  
 23.  Term of Plan.  The Plan shall become affective August 1, 1997
 and shall continue in effect until shares have been purchased and
 distributed in the Offering Period.  After such purchase and distribution,
 the Plan shall automatically terminate.