As filed with the Securities and Exchange Commission on March 24, 2005.
Registration No. 333-30459

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

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)

Enterprise Integration Technologies Corporation 1991 Stock 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)

EXPLANATORY STATEMENT:   DEREGISTRATION OF SHARES

        Effective as of July 28, 2004, Hewlett-Packard Company (the “Registrant”) terminated its Enterprise Integration Technologies Corporation 1991 Stock 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. 333-30459) is filed to deregister 33,390 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.

        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.