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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WHITMAN MARGARET C
2. Issuer Name and Ticker or Trading Symbol

HEWLETT PACKARD CO [ HPQ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

11/25/2014
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/25/2014     A    231177   (1) A $0   347966   D  
 
Common Stock   11/25/2014     F    117130   D $37.63   230836   D  
 
Common Stock                  66   (2) I   Living Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (3) 4/2/2014     A      725.675   (4)        (4)   (4) Common Stock   725.675     (4) 56855.269   D  
 
Restricted Stock Units     (3) 4/2/2014     A      2616.7562   (5)        (5)   (5) Common Stock   2616.7562     (5) 198548.355   D  
 
Restricted Stock Units     (3) 4/2/2014     A      32.9673   (6)        (6)   (6) Common Stock   32.9673     (6) 2486.9673   D  
 
Restricted Stock Units     (3) 4/2/2014     A      1975.8169   (7)        (7)   (7) Common Stock   1975.8169     (7) 147232.353   D  
 

Explanation of Responses:
( 1)  Reflects shares released on 11/25/14 in connection with the vesting of performance-based restricted stock units granted to the reporting person on 12/14/11.
( 2)  There is no reportable change since the last filing. This is a reiteration of holdings only.
( 3)  Each restricted stock unit represents a contingent right to receive one share of HP common stock.
( 4)  As previously reported, on 12/14/11 the reporting person was granted 159,212 restricted stock units ("RSUs"), 53,070 of which vested on 12/14/12, 53,071 of which vested on 12/14/13, and 53,071 of which will vest on 12/14/14. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 725.6750 dividend equivalent rights being reported reflect 229.2743 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 250.6305 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 245.7702 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
( 5)  As previously reported, on 01/02/13 the reporting person was granted 287,057 RSUs, 95,685 of which vested on 12/06/13, and 95,686 of which will vest on each of 12/06/14 and 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 2,616.7562 dividend equivalent rights being reported reflect 826.7544 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 903.7639 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 886.2379 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
( 6)  As previously reported, on 03/20/13 the reporting person was granted 3,616 RSUs, 1,205 of which vested on 03/20/14, 1,205 of which will vest on 03/20/15, and 1,206 of which will vest on 03/20/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 32.9673 dividend equivalent rights being reported reflect 10.4159 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 11.3861 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 11.1653 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.
( 7)  As previously reported, on 12/11/13 the reporting person was granted 144,498 RSUs, 48,166 of which will vest on each of 12/11/14, 12/11/15, and 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 1,975.8169 dividend equivalent rights being reported reflect 624.2520 dividend equivalent rights at $33.61 per RSU credited to the reporting person's account on 04/02/14, 682.3991 dividend equivalent rights at $33.88 per RSU credited to the reporting person's account on 07/02/14, and 669.1658 dividend equivalent rights at $34.55 per RSU credited to the reporting person's account on 10/01/14.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WHITMAN MARGARET C
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
X
Chairman, President & CEO

Signatures
/s/ Katie Colendich as Attorney-in-Fact for Margaret C. Whitman 11/28/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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