As filed with the Securities and Exchange Commission on March 24, 2005. Registration No. 2-96361 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT No. 3 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 HEWLETT-PACKARD COMPANY (Exact name of issuer as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)

94-1081436  (I.R.S. Employer Identification No.)

3000 Hanover Street, Palo Alto, California 94304 (Address of Principal Executive Offices)(Zip Code) Hewlett-Packard Company 1985 Incentive Compensation Plan (Full Title of the Plan) ANN O. BASKINS Senior Vice President, General Counsel and Secretary 3000 Hanover Street, Palo Alto, California 94304 (Name and address of agent for service) (650) 857-1501 (Telephone Number, including area code, of agent for service)

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EXPLANATORY STATEMENT: DEREGISTRATION OF SHARES

        Effective as of July 28, 2004, Hewlett-Packard Company (“Registrant”) terminated its Hewlett-Packard Company 1985 Incentive Compensation Plan, as amended (the “Plan”), and there were no outstanding awards under the Plan. This Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form S-8 (File No. 2-96361), filed with the Securities and Exchange Commission on March 11, 1985,  is filed to deregister 5,689,476 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, as amended, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 3 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

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        Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement on Form S-8 has been signed below by the following persons on behalf of Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert P. Wayman                Robert P. Wayman                                                   /s/ Jon E. Flaxman                        Jon E. Flaxman  /s/ Lawrence T. Babbio, Jr.        Lawrence T. Babbio, Jr.  /s/ Patricia C. Dunn                     Patricia C. Dunn  /s/ Richard A. Hackborn            Richard A. Hackborn  /s/ George A. Keyworth II        Dr. George A. Keyworth II  /s/ Robert E. Knowling, Jr.        Robert E. Knowling, Jr.                                                     Thomas J. Perkins  /s/ Robert L. Ryan                    Robert L. Ryan   /s/ 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