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)

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