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Hewlett Walter B, et al. · SC 13D · Hewlett Packard Co · On 11/14/01

Filed On 11/14/01 · SEC File 5-11885 · Accession Number 891618-1-502250

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/14/01  Hewlett Walter B                  SC 13D                 1:20   Hewlett Packard Co                Bowne of Palo Alto/FA
          Edwin E. van Bronkhorst
          Eleanor Hewlett Gimon
          Mary Hewlett Jaffe
          Walter B. Hewlett

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             20     82K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Common Stock Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed As Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
"	Common Stock
6	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
7	Item 5. Interest in Securities of the Issuer
10	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed As Exhibits

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934*

 HEWLETT-PACKARD COMPANY
------------------------------------------------------------- 
(Name of Issuer)

COMMON STOCK
------------------------------------------------------------- 
(Title of Class of Securities)

 428236103
------------------------------------------------------------- 
(CUSIP Number)

 STEPHEN C. NEAL
KEITH A. FLAUM
COOLEY GODWARD LLP
5 PALO ALTO SQUARE
 3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650)843-5000 
------------------------------------------------------------- 
(Name, Address and Telephone Number of Person Authorized to 
 Receive Notices and Communications)

November 5, 2001
------------------------------------------------------------- 
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following    
box [X]                                                                         

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other     
parties to whom copies are to be sent.                                          

(Continued on the following pages)

PAGE 1 OF 20 PAGES

----------------------                                                          

* The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the       
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).                                      

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CUSIP NO. 428236103                     13D                 PAGE 2 OF 20 PAGES  

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSONS                                              
WALTER B. HEWLETT                                                   

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       
                                                                     (a) [ ]
                                                                     (b) [X]
--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS                                                        
OO                                                                  
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT       
     TO ITEMS 2(d) OR 2(e)                                                 [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   
UNITED STATES OF AMERICA                                            
--------------------------------------------------------------------------------
7   SOLE VOTING POWER               
439,334                     
     NUMBER OF        ----------------------------------------------------------
SHARES         8   SHARED VOTING POWER                            
BENEFICIALLY          87,291,553 -- see Item 5                          
      OWNED BY        ----------------------------------------------------------
REPORTING        9   SOLE DISPOSITIVE POWER                           
PERSON             439,334                                        
        WITH          ----------------------------------------------------------
10  SHARED DISPOSITIVE POWER        
87,291,553 -- see Item 5    
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
87,730,887 -- see Item 5                                            
--------------------------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
4.5% -- see Item 5                                                  
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON                                                
IN                                                                  
--------------------------------------------------------------------------------

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CUSIP NO. 428236103                     13D                 PAGE 3 OF 20 PAGES  

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSONS                                              
EDWIN E. VAN BRONKHORST                                             

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       
                                                                     (a) [ ]
                                                                     (b) [X]
--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS                                                        
OO                                                                  
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT       
     TO ITEMS 2(d) OR 2(e)                                                 [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   
UNITED STATES OF AMERICA                                            
--------------------------------------------------------------------------------
7   SOLE VOTING POWER               
176                         
     NUMBER OF        ----------------------------------------------------------
SHARES         8   SHARED VOTING POWER                            
BENEFICIALLY          90,689,383 -- see Item 5                          
      OWNED BY        ----------------------------------------------------------
REPORTING        9   SOLE DISPOSITIVE POWER                           
PERSON             176                                            
        WITH          ----------------------------------------------------------
10  SHARED DISPOSITIVE POWER        
90,689,383 -- see Item 5    
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
90,689,559 -- see Item 5                                            
--------------------------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
4.7% -- see Item 5                                                  
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON                                                
IN                                                                  
--------------------------------------------------------------------------------

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CUSIP NO. 428236103                     13D                 PAGE 4 OF 20 PAGES  

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSONS                                              
ELEANOR HEWLETT GIMON                                               

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       
                                                                     (a) [ ]
                                                                     (b) [X]
--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS                                                        
OO                                                                  
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT       
     TO ITEMS 2(d) OR 2(e)                                                 [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   
UNITED STATES OF AMERICA                                            
--------------------------------------------------------------------------------
7   SOLE VOTING POWER               
1,793,400                   
     NUMBER OF        ----------------------------------------------------------
SHARES         8   SHARED VOTING POWER                            
BENEFICIALLY          398,400  -- see Item 5                            
      OWNED BY        ----------------------------------------------------------
REPORTING        9   SOLE DISPOSITIVE POWER                           
PERSON             1,793,400                                      
        WITH          ----------------------------------------------------------
10  SHARED DISPOSITIVE POWER        
398,400  -- see Item 5      
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
2,191,800  -- see Item 5                                            
--------------------------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
0.1%  -- see Item 5                                                 
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON                                                
IN                                                                  
--------------------------------------------------------------------------------

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CUSIP NO. 428236103                     13D                 PAGE 5 OF 20 PAGES  

--------------------------------------------------------------------------------
1  NAME OF REPORTING PERSONS                                              
MARY HEWLETT JAFFE                                                  

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)         
--------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                       
                                                                     (a) [ ]
                                                                     (b) [X]
--------------------------------------------------------------------------------
3  SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4  SOURCE OF FUNDS                                                        
OO                                                                  
--------------------------------------------------------------------------------
5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT       
     TO ITEMS 2(d) OR 2(e)                                                 [ ]
--------------------------------------------------------------------------------
6  CITIZENSHIP OR PLACE OF ORGANIZATION                                   
UNITED STATES OF AMERICA                                            
--------------------------------------------------------------------------------
7   SOLE VOTING POWER               
640,435                     
     NUMBER OF        ----------------------------------------------------------
SHARES         8   SHARED VOTING POWER                            
BENEFICIALLY          4,186,310  -- see Item 5                          
      OWNED BY        ----------------------------------------------------------
REPORTING        9   SOLE DISPOSITIVE POWER                           
PERSON             640,435                                        
        WITH          ----------------------------------------------------------
10  SHARED DISPOSITIVE POWER        
1,610,910  -- see Item 5    
--------------------------------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            
4,826,745  -- see Item 5                                            
--------------------------------------------------------------------------------
 12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]

--------------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      
0.2%  -- see Item 5                                                 
--------------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON                                                
IN                                                                  
--------------------------------------------------------------------------------

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CUSIP NO. 428236103                     13D                 PAGE 6 OF 20 PAGES  

ITEM 1. SECURITY AND ISSUER                                                     

This statement on Schedule 13D relates to the common stock, $0.01 par value per 
share (the "Common Stock"), of Hewlett-Packard Company, a Delaware corporation  
("Hewlett-Packard"). The principal executive offices of Hewlett-Packard are     
located at 3000 Hanover Street, Palo Alto, California 94304.                    

ITEM 2. IDENTITY AND BACKGROUND                                                 

(a) The names of the reporting persons are Walter B. Hewlett, Edwin E. van      
Bronkhorst, Eleanor Hewlett Gimon and Mary Hewlett Jaffe.               

(b) The business address for all of the reporting persons is c/o Los Trancos    
    Management, LLC, 1501 Page Mill Road, MS 3U-10, Palo Alto, California 94304.

(c) Mr. Hewlett is an independent software developer. He is a member of the     
   Boards of Directors of Hewlett-Packard and Agilent Technologies, Inc. He is
a member of the Board of Overseers of Harvard University. Mr. Hewlett is
    Chairman of Vermont Telephone Company of Springfield, Vermont and a director
 of the Center for Computer Assisted Research in Humanities. The principal
business address for Vermont Telephone Company is 354 River Street,     
Springfield, Vermont 05156.                                             

Mr. van Bronkhorst, who was formerly the Chief Financial Officer of     
Hewlett-Packard, is currently retired.                                  

Ms. Gimon is a homemaker.                                               

Ms. Jaffe is a community volunteer.                                     

(d) During the last five years, none of the reporting persons has been convicted
in a criminal proceeding (excluding traffic violations or similar       
misdemeanors).                                                          

(e) During the last five years, none of the reporting persons has been a party  
to a civil proceeding of a judicial or administrative body of competent 
jurisdiction as a result of which a judgment, decree or final order     
enjoining future violations of, or prohibiting or mandating activities  
   subject to, Federal or State securities laws was issued or a finding of any
violation with respect to such laws was made.                           

(f) Each reporting person is a citizen of the United States of America.         

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

Walter B. Hewlett, Eleanor Hewlett Gimon and Mary Hewlett Jaffe are children of 
William R. Hewlett, one of the founders of Hewlett-Packard. Walter B. Hewlett,  
Eleanor Hewlett Gimon and Mary Hewlett Jaffe, together with the trusts and      
foundations referred to below, received their shares of Hewlett-Packard Common  
Stock through various gifts and purchases throughout their lives. Edwin E. van  
Bronkhorst acquired his 176 shares of Hewlett-Packard Common Stock a number of  
years ago by purchase or gift.                                                  

ITEM 4. PURPOSE OF TRANSACTION                                                  

This filing on Schedule 13D has been made because Walter B. Hewlett, Eleanor    
Hewlett Gimon, Mary Hewlett Jaffe and The William R. Hewlett Revocable Trust    
(the "Trust") have publicly stated their opposition to the proposed merger      
involving Hewlett-Packard and Compaq Computer Corporation (the "Proposed        
Merger"), and thus may be deemed to hold shares of Hewlett-Packard Common Stock 
with a purpose or effect of changing or influencing control of Hewlett-Packard. 
The reporting persons, however, do not concede that they hold shares of Common  
Stock with such a purpose or effect. Additionally, because a press release was  
issued on November 6, 2001 announcing that Walter B. Hewlett, Eleanor Hewlett   
Gimon, Mary Hewlett Jaffe and the Trust intended to vote their shares of        
Hewlett-Packard Common Stock against the Proposed Merger, it could be alleged   
that a "group" has been formed within the meaning of Rule 13d-5(b)(1) of the    
Securities Exchange Act of 1934 (the "Exchange Act").                           

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CUSIP NO. 428236103                     13D                 PAGE 7 OF 20 PAGES  

While none of the reporting persons concedes that such a "group" has been       
formed, this filing is being made as if such a "group" exists to ensure         
compliance with the Exchange Act. The reporting persons plan to continue to     
oppose the Proposed Merger.                                                     

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER                                    

According to Hewlett-Packard's Quarterly Report on Form 10-Q for the quarter    
ended July 31, 2001 filed on September 14, 2001, there were 1,940,026,955 shares
of Common Stock issued and outstanding. Except as provided in the preceding     
sentence, the information contained in this Item 5 is as of November 5, 2001.   

Walter B. Hewlett                                                               

(a) Number of shares beneficially owned:  87,730,887 (4.5% of the Common Stock).

(b) Number of shares as to which such person has:                               

(i)    Sole power to vote or to direct the vote: 439,334                

(ii)   Shared power to vote or to direct the vote: 87,291,553           

(iii)  Sole power to dispose or to direct the disposition of: 439,334   

  (iv)   Shared power to dispose or to direct the disposition of: 87,291,553

Of the shares beneficially owned by Walter B. Hewlett as of November 5, 
2001:                                                                   

       -  he had sole voting and dispositive authority over (i) 401,896 shares
           which he personally owned, (ii) 20,198 shares purchasable pursuant to
         options exercisable within 60 days, and (iii) 17,240 shares that he
held as custodian for his children                        

 -  he shared voting and dispositive authority, as a trustee, with
           co-trustee Edwin E. van Bronkhorst over 84,802,148 shares held by the
        Trust (see Item 2 for information relating to Mr. van Bronkhorst's
identity and background)                                  

       -  as a director of the Public Policy Institute of California ("PPIC"),
   he had shared voting and dispositive authority with the other
         directors of the PPIC over the 768,520 shares held by the PPIC (see
       Schedule I for information relating to the other directors of the
    PPIC with whom Walter B. Hewlett shares voting and dispositive
authority)                                                

       -  as an executor of the Estate of William R. Hewlett, he shared voting
        and dispositive authority with co-executor Edwin E. van Bronkhorst
         over 1,720,885 shares held by the Estate of William R. Hewlett (see
          Item 2 for information relating to Mr. van Bronkhorst's identity and
background)                                               

   Other than the 401,896 shares personally owned by him and the 20,198 shares
purchasable pursuant to options exercisable within 60 days, Walter B.   
    Hewlett disclaims beneficial ownership of all shares he beneficially owns as
he has no economic interest in any such shares.                         

   In addition to the foregoing, The William and Flora Hewlett Foundation (the
"Foundation") beneficially owns 29,972,840 shares of Common Stock. Mr.  
    Hewlett is a director of the Foundation; however, he does not have voting or
   dispositive authority over the shares held by the Foundation, as voting and
dispositive power is exercised by an independent stock committee. Mr.   
Hewlett is not a member of the independent stock committee.             

    In addition to the foregoing, Walter B. Hewlett is a director of the Packard
    Humanities Institute (the "Packard Institute"), which owns 25,760,000 shares
of Hewlett-Packard Common Stock. Mr. Hewlett has irrevocably agreed to  
  abstain from voting as a director of the Packard Institute with respect to
    the voting or disposition of such shares until the later of (i) 90 days from
   November 13, 2001, or (ii) the date on which the Proposed Merger terminates
or closes.                                                              

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CUSIP NO. 428236103                     13D                 PAGE 8 OF 20 PAGES  

 Walter B. Hewlett has not engaged in any transactions in the Common Stock
during the past 60 days.                                                

(c) Other than as described above in this Item 5, no person has the right to    
receive or the power to direct the receipt of dividends from, or the    
   proceeds from the sale of, the Common Stock beneficially owned by Walter B.
Hewlett.                                                                

(d) Not applicable.                                                             

Edwin E. van Bronkhorst                                                         

(a) Number of shares beneficially owned:  90,689,559 (4.7% of the Common Stock).

(b) Number of shares as to which such person has:                               

(i)    Sole power to vote or to direct the vote: 176                    

(ii)   Shared power to vote or to direct the vote: 90,689,383           

(iii)  Sole power to dispose or to direct the disposition of: 176       

  (iv)   Shared power to dispose or to direct the disposition of: 90,689,383

Of the shares beneficially owned by Edwin E. van Bronkhorst as of       
November 5, 2001:                                                       

-  he held sole voting and dispositive authority over 176 shares
personally owned by him.                                  

 -  he shared voting and dispositive authority, as a trustee, with
           co-trustee Walter B. Hewlett over 84,802,148 shares held by the Trust
 (see Item 2 for information relating to Walter B. Hewlett).

 -  he shared voting and dispositive authority, as a trustee, over
          2,166,000 shares held by The Flora L. Hewlett Trust (see Schedule II
    for information relating to the other trustees of The Flora L.
  Hewlett Trust with whom Mr. van Bronkhorst shares voting and
dispositive authority)                                    

 -  he shared voting and dispositive authority, as a trustee, over
         1,601,950 shares held in trust for Mary Hewlett Jaffe (see Schedule
    III for information relating to the other trustees of the Mary
        Hewlett Jaffe Revocable Trust) with whom Mr. van Bronkhorst shares
voting and dispositive authority                          

 -  he shared voting and dispositive authority, as a trustee, with
        co-trustee Eleanor Hewlett Gimon over 398,400 shares held in trust
           for Eleanor Hewlett Gimon (see Item 2 for the information relating to
Eleanor Hewlett Gimon)                                    

       -  as an executor of the Estate of William R. Hewlett, he shared voting
       and dispositive authority with co-executor Walter B. Hewlett over
           1,720,885 shares held by the Estate of William R. Hewlett (see Item 2
  for information relating to Walter B. Hewlett's identity and
background)                                               

  Other than the 176 shares personally owned by him, Edwin E. van Bronkhorst
   disclaims beneficial ownership of all shares he beneficially owns as he has
no economic interest in any such shares.                                

  In addition to the foregoing, Edwin E. van Bronkhorst is a director of the
 Packard Institute, which owns 25,760,000 shares of Hewlett-Packard Common
    Stock. Mr. van Bronkhorst has irrevocably agreed to abstain from voting as a
   director of the Packard Institute with respect to the voting or disposition
of such shares until the later of (i) 90 days from November 13, 2001, or
(ii) the date on which the Proposed Merger terminates or closes.        

(c) Edwin E. van Bronkhorst has not engaged in any transactions in the Common   
Stock during the past 60 days.                                          

(d) Other than as described above in this Item 5, no person has the right to    
receive or the power to direct the receipt of dividends from, or the    
  proceeds from the sale of, the Common Stock beneficially owned by Edwin E.
van Bronkhorst.                                                         

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CUSIP NO. 428236103                     13D                 PAGE 9 OF 20 PAGES  

(e) Not applicable.                                                             

Eleanor Hewlett Gimon                                                           

(a) Number of shares beneficially owned:  2,191,800 (0.1% of the Common Stock)  

(b) Number of shares as to which such person has:                               

(i)    Sole power to vote or to direct the vote: 1,793,400              

(ii)   Shared power to vote or to direct the vote: 398,400              

(iii)  Sole power to dispose or to direct the disposition of: 1,793,400 

(iv)   Shared power to dispose or to direct the disposition of: 398,400 

   Of the shares beneficially owned by Eleanor Hewlett Gimon as of November 5,
2001:                                                                           

     -  she had sole voting and dispositive authority over 1,793,400 which
she personally owned                                      

  -  she shared voting and dispositive authority, as a trustee, with
         co-trustee Edwin E. van Bronkhorst over 398,400 held by the Eleanor
           Hewlett Gimon Revocable Trust (see Item 2 for information relating to
Edwin E. van Bronkhorst)                                  

 In addition to the foregoing, the Foundation beneficially owns 29,972,840
   shares of Common Stock. Ms. Gimon is a director of the Foundation; however,
 she does not have voting or dispositive authority over the shares held by
the Foundation, as voting and dispositive power is exercised by an      
 independent stock committee. Ms. Gimon is not a member of the independent
stock committee.                                                        

(c) Eleanor Hewlett Gimon has not engaged in any transactions in the Common     
Stock during the past 60 days.                                          

(d) Other than as described above in this Item 5, no person has the right to    
receive or the power to direct the receipt of dividends from, or the    
 proceeds from the sale of, the Common Stock beneficially owned by Eleanor
Hewlett Gimon                                                           

(e) Not applicable.                                                             

Mary Hewlett Jaffe                                                              

(a) Number of shares beneficially owned:  4,826,745 (0.2% of the Common Stock)  

(b) Number of shares as to which such person has:                               

(i)    Sole power to vote or to direct the vote: 640,435                

(ii)   Shared power to vote or to direct the vote: 4,186,310            

(iii)  Sole power to dispose or to direct the disposition of: 640,435   

 (iv)   Shared power to dispose or to direct the disposition of: 1,610,910

Of the shares beneficially owned by Mary Hewlett Jaffe as of November 5,
2001:                                                                   

        -  she had sole voting and dispositive authority over (i) 629,520 shares
  that she personally owned and (ii) 10,915 shares she held as
    custodian for her son under the Uniform Transfer to Minors Act

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CUSIP NO. 428236103                     13D                 PAGE 10 OF 20 PAGES 

        -  she shared voting and dispositive authority with her husband, Richard
         L. Jaffe, over 8,960 shares she owned as tenants in common with her
     husband (See Schedule IV for information relating to Richard L.
Jaffe)                                                    

       -  as a director of the Flora Family Foundation (the "FFF"), she shared
         voting authority with the other FFF directors over 2,575,400 shares
       held by the FFF; dispositive authority over these shares has been
      delegated to a committee of which Ms. Jaffe is not a member (see
           Schedule V for information relating to the other directors of the FFF
with whom Ms. Jaffe shares voting authority)              

  -  she shared voting and dispositive authority, as a trustee, with
           co-trustees Susan S Briggs and Edwin E. van Bronkhorst over 1,601,950
    held by the Mary Hewlett Jaffe Revocable Trust (see Item 2 for
          information relating to Edwin E. van Bronkhorst and Schedule III for
information relating to Susan S. Briggs)                  

  As of November 5, 2001, Mary Hewlett Jaffe disclaimed beneficial ownership
    of the following shares due to her lack of economic interest in such shares:

-  the 10,915 shares she held as custodian for her son          

-  the  2,575,400 shares held by the FFF                        

 In addition to the foregoing, the Foundation beneficially owns 29,972,840
   shares of Common Stock. Ms. Jaffe is a director of the Foundation; however,
 she does not have voting or dispositive authority over the shares held by
the Foundation, as voting and dispositive power is exercised by an      
 independent stock committee. Ms. Jaffe is not a member of the independent
stock committee.                                                        

(c) Mary Hewlett Jaffe has not engaged in any transactions in the Common Stock  
during the past 60 days.                                                

(d) Other than as described below in this Item 5, no person has the right to    
receive or the power to direct the receipt of dividends from, or the    
proceeds from the sale of, the Common Stock beneficially owned by Mary  
Hewlett Jaffe.                                                          

(e) Not applicable.                                                             

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER                                                        

Other than as described above, to each reporting person's knowledge, there are  
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with  
respect to any securities of Hewlett-Packard, including but not limited to      
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of       
profits or loss, or the giving or withholding of proxies.                       

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS                                        

Joint Filing Statement attached as Exhibit A.                                   

Agreement of Walter B. Hewlett with respect to shares held by the Packard       
Institute attached as Exhibit B.                                                

Agreement of Edwin E. van Bronkhorst with respect to shares held by the Packard 
Institute attached as Exhibit C.                                                

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CUSIP NO. 428236103                     13D                 PAGE 11 OF 20 PAGES 

 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

DATE:  November 14, 2001                           WALTER B. HEWLETT            

                                           /s/ Walter B. Hewlett
                                                   -----------------------------

                                             EDWIN E. VAN BRONKHORST

                                                 /s/ Edwin E. van Bronkhorst
                                                   -----------------------------

                                           ELEANOR HEWLETT GIMON

                                               /s/ Eleanor Hewlett Gimon
                                                   -----------------------------

                                        MARY HEWLETT JAFFE

                                            /s/ Mary Hewlett Jaffe
                                                   -----------------------------

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CUSIP NO. 428236103                     13D                 PAGE 12 OF 20 PAGES 

 EXHIBIT A

JOINT FILING STATEMENT

   We, the undersigned, hereby express our agreement that the attached
Schedule 13D is filed on behalf of each of us.                                  

DATE:  November 14, 2001                           WALTER B. HEWLETT            

                                           /s/ Walter B. Hewlett
                                                   -----------------------------

                                             EDWIN E. VAN BRONKHORST

                                                 /s/ Edwin E. van Bronkhorst
                                                   -----------------------------

                                           ELEANOR HEWLETT GIMON

                                               /s/ Eleanor Hewlett Gimon
                                                   -----------------------------

                                        MARY HEWLETT JAFFE

                                            /s/ Mary Hewlett Jaffe
                                                   -----------------------------

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CUSIP NO. 428236103                     13D                 PAGE 13 OF 20 PAGES 

 EXHIBIT B

                                                               November 13, 2001

Packard Humanities Institute                                                    
300 Second Street, Suite 201                                                    
Los Altos, CA  94022                                                            

Ladies and Gentlemen:                                                           

In connection with the proposed merger involving Hewlett-Packard Company        
("Hewlett-Packard") and Compaq Computer Corporation (the "Proposed Merger"), I  
hereby irrevocably agree to abstain from voting as a director of the Packard    
Humanities Institute with respect to the voting or disposition of the shares of 
Hewlett Packard common stock owned by the Packard Humanities Institute until the
later of (i) 90 days from November 13, 2001, or (ii) the date on which the      
Proposed Merger terminates or closes.                                           

               Very truly yours,

                   /s/ Walter B. Hewlett

               Walter B. Hewlett
      Director
                          Packard Humanities Institute

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CUSIP NO. 428236103                     13D                 PAGE 14 OF 20 PAGES 

 EXHIBIT C

                                                               November 13, 2001

Packard Humanities Institute                                                    
300 Second Street, Suite 201                                                    
Los Altos, CA  94022                                                            

Ladies and Gentlemen:                                                           

In connection with the proposed merger involving Hewlett-Packard Company        
("Hewlett-Packard") and Compaq Computer Corporation (the "Proposed Merger"), I  
hereby irrevocably agree to abstain from voting as a director of the Packard    
Humanities Institute with respect to the voting or disposition of the shares of 
Hewlett Packard common stock owned by the Packard Humanities Institute until the
later of (i) 90 days from November 13, 2001, or (ii) the date on which the      
Proposed Merger terminates or closes.                                           

               Very truly yours,

                         /s/ Edwin E. van Bronkhorst

                     Edwin E. van Bronkhorst
      Director
                          Packard Humanities Institute

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CUSIP NO. 428236103                     13D                 PAGE 15 OF 20 PAGES 

SCHEDULE I

DIRECTORS OF PUBLIC POLICY INSTITUTE OF CALIFORNIA

                                                        [Enlarge/Download Table]

                     PRINCIPAL OCCUPATION              NAME AND ADDRESS              
     DIRECTOR            OR EMPLOYMENT                    OF EMPLOYER                
     --------        --------------------              ----------------              
                                                                                     
Walter B. Hewlett       See Item 2                      See Item 2                   

Raymond L. Watson       Vice Chairman of the Board      The Irvine Company           
                        Real Estate Firm                550 Newport Center Drive     
                                                        P.O. Box 6370                
                                                        Newport Beach, CA 92658-6370 

William K. Coblentz     Partner, Law Firm               Coblentz, Patch, Duffy &     
                                                        Bass, LLP                    
                                                        222 Kearny Street, 7th Floor 
                                                        San Francisco, CA  94108-4510

David A. Coulter        Vice Chairman, Banking Firm     J.P. Morgan Chase & Co.      
                                                        270 Park Avenue              
                                                        New York, NY 10017-2070      

Edward K. Hamilton      Chairman, Real Estate           Hamilton, Rabinovitz &       
                        Consulting Firm                 Alschuler, Inc.              
                                                        1790 Broadway, Suite 800     
                                                        New York, NY  10019          

David W. Lyon           President and Chief Executive   Public Policy Institute of   
                        Officer                         California                   
                        Public Policy Institute of      500 Washington Street        
                        California                      Suite 800                    
                                                        San Francisco, CA  94111     

Cheryl White Mason      Partner, Law Firm               O'Melveny & Myers            
                                                        400 South Hope Street        
                                                        Los Angeles, CA 90071-2899   

Arjay Miller            Dean Emeritus                   Stanford Business School     
                        Graduate School of Business     518 Memorial Way             
                        Stanford University             Stanford University          
                                                        Stanford, CA 94305-5015      

Ki Suh Park             Design and Managing Partner     Gruen Associates             
                        Architecture Firm               6330 San Vicente Boulevard,  
                                                        Los Angeles, CA 90048        

A. Alan Post            Former State Legislative        Not applicable               
                        Analyst                                                      
                        State of California                                          

Cynthia A. Telles       Department of Psychiatry        Suite 2236                   
                        UCLA School of Medicine         300 Medical Plaza            
                                                        UCLA School of Medicine      
                                                        Los Angeles, CA  90024       

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CUSIP NO. 428236103                     13D                 PAGE 16 OF 20 PAGES 

                                                                [Download Table]
                                                                             
Carol Whiteside     President                      911 13th Street           
                    Great Valley Center            Modesto, California  95354

Harold M. Williams  Of Counsel                     300 South Grand Avenue    
                    Skadden, Arps, Slate, Meagher  Los Angeles, CA  90071    
                    & Flom LLP                                               

To the knowledge of the reporting persons, during the last five years, none of  
the persons named in this Schedule has been convicted in a criminal proceeding  
(excluding traffic violations or similar misdemeanors).                         

To the knowledge of the reporting persons, during the last five years, none of  
the persons named in this Schedule has been a party to a civil proceeding of a  
judicial or administrative body of competent jurisdiction as a result of which a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, Federal or State securities laws was issued 
or a finding of any violation with respect to such laws was made.               

To the knowledge of the reporting persons, the persons referred to in the table 
above are all citizens of the United States of America.                         

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CUSIP NO. 428236103                     13D                 PAGE 17 OF 20 PAGES 

 SCHEDULE II

TRUSTEES OF THE FLORA L. HEWLETT TRUST

                                                                [Download Table]

                         PRINCIPAL OCCUPATION         NAME AND ADDRESS     
        TRUSTEE             OR EMPLOYMENT               OF EMPLOYER        
        -------          --------------------         ----------------     
                                                                           
Edwin E. van Bronkhorst  See Item 2                See Item 2              

Susan S. Briggs          Partner, Law Firm         McCutchen, Doyle,       
                                                    Brown & Enersen, LLP   
                                                   Three Embarcadero Center
                                                   San Francisco, CA 94111 

Murray Dey               Executive Vice President  Mid-Peninsula Bank      
                                                   420 Cowper Street       
                                                   Palo Alto, CA  94301    

To the knowledge of the reporting persons, during the last five years, none of  
the persons named in this Schedule has been convicted in a criminal proceeding  
(excluding traffic violations or similar misdemeanors).                         

To the knowledge of the reporting persons, during the last five years, none of  
the persons named in this Schedule has been a party to a civil proceeding of a  
judicial or administrative body of competent jurisdiction as a result of which a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, Federal or State securities laws was issued 
or a finding of any violation with respect to such laws was made.               

The persons referred to in the table above are all citizens of the United States
of America.                                                                     

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CUSIP NO. 428236103                     13D                 PAGE 18 OF 20 PAGES 

SCHEDULE III

TRUSTEES OF THE MARY HEWLETT JAFFE REVOCABLE TRUST

                                                                [Download Table]

                         PRINCIPAL OCCUPATION    NAME AND ADDRESS      
     TRUSTEE                OR EMPLOYMENT           OF EMPLOYER        
     -------             --------------------    -----------------     
                                                                       
Susan S. Briggs             Partner, Law Firm  McCutchen, Doyle,       
                                                Brown  & Enersen, LLP  
                                               Three Embarcadero Center
                                               San Francisco, CA 94111 

Mary Hewlett Jaffe          See Item 2         See Item 2              

Edwin E. van Bronkhorst     See Item 2         See Item 2              

During the last five years, none of the persons named in this Schedule has been 
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

During the last five years, none of the persons named in this Schedule has been 
a party to a civil proceeding of a judicial or administrative body of competent 
jurisdiction as a result of which a judgment, decree or final order enjoining   
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws was issued or a finding of any violation with respect  
to such laws was made.                                                          

The persons referred to in the table above are all citizens of the United States
of America.                                                                     

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CUSIP NO. 428236103                     13D                 PAGE 19 OF 20 PAGES 

 SCHEDULE IV

IDENTITY AND BACKGROUND INFORMATION FOR RICHARD L. JAFFE

Mr. Jaffe is a self-employed architect. His address is c/o Los Trancos          
Management, LLC, 1501 Page Mill Road, MS 3U-10, Palo Alto, California 94304.    

During the last five years, Mr. Jaffe has not been convicted in a criminal      
proceeding (excluding traffic violations or similar misdemeanors).              

During the last five years, Mr. Jaffe has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of   
which a judgment, decree or final order enjoining future violations of, or      
prohibiting or mandating activities subject to, Federal or State securities laws
was issued or a finding of any violation with respect to such laws was made.    

Mr. Jaffe is a citizen of the United States of America.                         

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CUSIP NO. 428236103                     13D                 PAGE 20 OF 20 PAGES 

SCHEDULE V

DIRECTORS OF FLORA FAMILY FOUNDATION

                                                                [Download Table]

                             PRINCIPAL OCCUPATION    NAME AND ADDRESS            
       DIRECTOR                  OR EMPLOYMENT          OF EMPLOYER              
       --------              --------------------    ----------------            
                                                                                 
Susan S. Briggs               Partner, Law Firm     McCutchen, Doyle,            
                                                     Brown & Enersen, LLP        
                                                    Three Embarcadero Center     
                                                    San Francisco, CA 94111      

Benjamin Victor Hewlett       Student               Not applicable               

David James Hewlett           Student               Not applicable               

Sally M. Hewlett              Community Volunteer   Not applicable               

Mary Hewlett Jaffe            See Item 2            See Item 2                   

Sarah Ann Jaffe               Student               Not applicable               

Dr. Herant A. Katchadourian   Professor             Stanford University          
                                                    Palo Alto, CA  94305         

                              President, The Flora  415 Cambridge Avenue, Suite 3
                              Foundation            Palo Alto, CA  94306         

The address for Benjamin Victor Hewlett, David James Hewlett, Sally M. Hewlett, 
Mary Hewlett Jaffe and Sarah Ann Jaffe is c/o Los Trancos Management, LLC, 1501 
Page Mill Road, MS 3U-10, Palo Alto, California 94304.                          

To the knowledge of the reporting persons, during the last five years, none of  
the persons named in this Schedule has been convicted in a criminal proceeding  
(excluding traffic violations or similar misdemeanors).                         

To the knowledge of the reporting persons, during the last five years, none of  
the persons named in this Schedule has been a party to a civil proceeding of a  
judicial or administrative body of competent jurisdiction as a result of which a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, Federal or State securities laws was issued 
or a finding of any violation with respect to such laws was made.               

To the knowledge of the reporting persons, the persons referred to in the table 
above are all citizens of the United States of America.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	7/31/01	7		10-Q
	9/14/01	7		10-Q
	11/5/01	1	10	8-K
	11/6/01	6		13F-HR, 8-K
	11/13/01	7	14	425
Filed On / Filed As Of	11/14/01	11	12	425, 8-K

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Hewlett Walter B, et al. · SC 13D · Hewlett Packard Co · On 11/14/01

Filed On 11/14/01 · SEC File 5-11885 · Accession Number 891618-1-502250

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents