FORM S-8 POS


As filed with the Securities and Exchange Commission on March 24, 2005.
Registration No. 33-50699


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Post-Effective Amendment No. 2
To
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
incorporation or organization:
I.R.S. Employer
Identification No.:
Delaware 94-1081436

Address of principal executive offices:
3000 Hanover Street, Palo Alto, California 94304

Full title of the plan:

1993 Metrix Stock Option Conversion Plan


Name and address of agent for service:

ANN O. BASKINS
Senior Vice President, General Counsel and Secretary
3000 Hanover Street, Palo Alto, California 94304

Telephone Number, including area code, of agent for service:   (650) 857-1501


EXPLANATORY STATEMENT: DEREGISTRATION OF SHARES

Effective as of July 28, 2004, Hewlett-Packard Company (the “Registrant”) terminated its 1993 Metrix Stock Option Conversion Plan (the “Plan”) and there were no outstanding awards under the Plan. This Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-8 (SEC File No. 33-50699) is filed to deregister 16,522 shares previously registered on such Form S-8 that remain unsold at the termination of the Plan.



SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, HP certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 2 to the Registration Statement 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 24th day of March, 2005.

  HEWLETT-PACKARD COMPANY



  By:   /s/ Charles N. Charnas                         
         Charles N. Charnas
       Vice President, Deputy General Counsel
          and Assistant Secretary
 
 

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment #2 to the Registration Statement on Form S-8 has been signed below by the following persons on behalf of HP in the capacities and on the dates indicated.

                Signature

                     Title

                Date
     
                        
 /s/ Robert P. Wayman               
Robert P. Wayman

                                                

 * Jon E. Flaxman                       
Jon E. Flaxman


 * Lawrence T. Babbio, Jr.       
Lawrence T. Babbio, Jr.


 * Patricia C. Dunn                    
Patricia C. Dunn


 * Richard A. Hackborn           
Richard A. Hackborn


 * George A. Keyworth II       
Dr. George A. Keyworth II


 * Robert E. Knowling, Jr.       
Robert E. Knowling, Jr.


                                                   
Thomas J. Perkins


 * Robert L. Ryan                   
Robert L. Ryan 


 * Lucille S. Salhany               
Lucille S. Salhany
Chief Executive Officer
and Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)


Senior Vice President and Controller
(Principal Accounting Officer)


Director 



Chairperson



Director



Director



Director



Director



Director



Director

March 22, 2005




March 24, 2005



March 24, 2005



March 24, 2005



March 24, 2005



March 24, 2005



March 24, 2005



 



March 24, 2005



March 24, 2005



* By:    /s/ Charles N. Charnas        
               Charles N. Charnas
               (Attorney-in-Fact)