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

                                    FORM 144

                      NOTICE OF PROPOSED SALE OF SECURITIES
              PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly with
a market maker

________________________________________________________________________________
1(a) NAME OF ISSUER (Please type or print)

HEWLETT-PACKARD COMPANY
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1(b) IRS IDENT. NO.                    |(c) SEC FILE NO.
                                       |
 94-1081436                            | 1-4423
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1(d) ADDRESS OF ISSUER              STREET

3000 HANOVER STREET
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1(d)      CITY                       STATE                  ZIP CODE

        PALO ALTO                    CA                     94304
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1(e) TELEPHONE            
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     AREA CODE           |NUMBER
       650               |857-1501 
                         |
________________________________________________________________________________
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
CATHERINE T. LYONS
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2(b) IRS IDENT. NO.                    (c) RELATIONSHIP TO ISSUER
WITHHELD                                   OFFICER
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2(d) ADDRESS                        STREET
3000 HANOVER STREET
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2(d)      CITY                       STATE                  ZIP CODE
          PALO ALTO                  CA                     94304
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the SEC File Number.



                                         SEC USE
3(a)           (b)                       ONLY     (c)           (d)          (e)                (f)                (g)
Title of the   Name and Address of       Broker-  Number of     Aggregate    Number of Shares   Approximate        Name of Each
Class of       Each Broker Through       Dealer   Shares or     Market       or Other Units     Date of Sale       Securities
Securities     Whome the Securities      File     Other Units   Value        Outstanding        (See instr. 3(f))  Exchange
to be Sold     are to be Offered         Number   to be Sold    (See instr.  (See instr. 3(e))  (MO. DAY YR.)      (See instr. 3(g))
               or Each Market                     (See instr.   3(d))
               Maker who is                       3(c))
               Aquiring the
               Securities
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COMMON STOCK   COMPUTERSHARE                      1,485         $42,842.25   2,837,653,721      12/21/2005         NYSE
               2 N. LASALLE STREET
               CHICAGO, IL 60602
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INSTRUCTIONS:
1.(a) Name of issuer
  (b) Issuer's I.R.S. Identification Number
  (c) Issuer'S S.E.C. file number, if any
  (d) Issuer's address, including zip code
  (e) Issuer's telephone number, including area code

2.(a) Name of person for whose account the securities are to be sold
  (b) Such person's I.R.S. identification number, if such person is an entity
  (c) Such person's relationship to the issuer (e.g., officer, director, 10%
      stockholder, or member of immediate family of any of the foregoing)
  (d) Such person's address, including zip code

3.(a) Title of the class of securities to be sold
  (b) Name and address of each broker through whom the securities are intended
      to be sold
  (c) Number of shares or other units to be sold (if debt securities, give the
      aggregate face amount)
  (d) Aggregate market value of the securities to be sold as of a specified date
      within 10 days prior to the filing of this notice
  (e) Number of shares or other units of the class outstanding, or if debit
      securities the face amount thereof outstanding, as shown by the most
      recent report or statement published by the issuer
  (f) Approximate date on which the securities are to be sold
  (g) Name of each securities exchange, if any, on which the securities are
      intended to be sold



                         TABLE I - SECURITIES TO BE SOLD

    Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of the
                purchase price or other consideration therefor:



                                                 Name of Person
                                                 from Whom Acquired
Title of   Date You    Nature of                 (If gift, also give date   Amount of             Date of
the Class  Acquired    Acquisition Transaction   donor acquired)            Securities Acquired   Payment     Nature of Payment
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COMMON     12/17/2004  RESTRICTED STOCK RELEASE  HEWLETT-PACKARD CO         1,485                 N/A         N/A
STOCK
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INSTRUCTIONS:

1. If the securities were purchased and full payment therefore was not made in
   cash at the time of purchase, explain in the table or in a note thereto the
   nature of the consideration given. If the consideration consisted of any note
   or other obligation, or if payment was made in installments describe the
   arrangement and state when the note or other obligation was discharged in
   full or the last installment paid.

2. If within two years after the acquisition of the securities the person for
   whose account they are to be sold had any short positions, put or other
   option to dispose of securities referred to in paragraph (d)(3) of Rule 144,
   furnish full information with respect thereto.



              TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during
the past 3 months by the person for whose account the securities are to be sold.




                                                                               Amount of     Gross
Name and Address of Seller         Title of Securities Sold    Date of Sale    Securities    Proceeds
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N/A                                N/A                         N/A             N/A           N/A
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REMARKS:

INSTRUCTIONS:

See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to sales by all persons whose sales are required by paragraph
(e) of Rule 144 to be aggregated with sales for the account of the person filing
this notice.

ATTENTION:

The person for whose account the securities to which this notice relates are to
sold hereby represents by signing this notice that he does not know any material
adverse information in regard to the current and prospective operations of the
Issuer of the securities to be sold which have not been publicly disclosed.

December 20, 2005                       /s/ Charles N. Charnas, Attorney-in-Fact
___________________________________     ________________________________________
      (DATE OF NOTICE)                                 (SIGNATURE)

The notice shall be signed by the person for whose account the securities are to
       be sold. At least one copy of the notice shall be manually signed.

     Any copies not manually signed shall bear typed or printed signatures.

  ATTENTION: Intentional misstatements or omission of facts constitute Federal
                   Criminal Violations (See 18 U.S.C. 1001).