No-Act: Hewlett-Packard 11.30.07

Company Name: Hewlett-Packard Co.
Public Availability Date: November 30, 2007

Document Sections:

INQUIRY LETTER
APPENDIX
APPENDIX 1
INQUIRY LETTER
APPENDIX 2
APPENDIX 3
STAFF REPLY LETTER

[INQUIRY LETTER]

October 19, 2007

Direct Dial (202) 955-8653
Fax No. (202) 530-9677
Client No. C 38126-00456

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Stockholder Proposal of Nick Rossi, Custodian for Katrina Wubbolding Securities Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, Hewlett-Packard Company ("HP"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Stockholders (collectively, the "2008 Proxy Materials") a stockholder proposal (the "Proposal") and statements in support thereof received from Nick Rossi as custodian for Katrina Wubbolding, who has appointed John Chevedden to act on his behalf (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before HP intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that stockholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to the Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of HP pursuant to Rule 14a-8(k).

BASES FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to Rule 14a-8(i)(10) because HP has substantially implemented the Proposal by amending its Amended and Restated Bylaws to provide that any poison pill adopted or extended by the HP Board of Directors (the "Board") without prior stockholder approval will expire within one year unless ratified by the stockholders.

Alternatively, HP requests that the Staff concur that a portion of the Proposal's supporting statement may be excluded under Rule 14a-8(i)(3) because it is false and misleading in contravention of Rule 14a-9.

THE PROPOSAL

The Proposal is captioned "Subject Any Future Poison Pill to a Shareholder Vote" and states:

RESOLVED: Shareholders request that our Board act to adopt a rule that our Board subject any future poison pill to shareholder vote, as a separate ballot item, as soon as possible. It is essential to this proposal that it be adopted through bylaw or charter inclusion and that there be a specific provision that a sunset on a poison pill will not substitute for a shareholder vote. A poison pill is such a drastic step that a required shareholder vote on a poison pill is important enough to be a permanent part of our bylaws or charterrather than a fleeting short-lived policy.

A copy of the Proposal and supporting statements, as well as related correspondence from the Proponent, are attached to this letter as Exhibit A. On behalf of our client, we hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials for the reasons set forth below.

ANALYSIS

I. The Proposal May Be Excluded under Rule 14a-8(i)(10) Because HP Has Already Substantially Implemented the Proposal

A. HP's Existing Bylaw Amendment Relating to Stockholder Rights Plans

The Proposal relates to stockholder rights plans, which are sometimes referred to as "poison pills." To be consistent with the Proponent's terminology, we will use the term "poison pill" in this letter. HP currently does not have a poison pill in place, as the Board terminated the previous stockholder rights plan and the preferred share purchase rights issued under the rights plan effective January 21, 2003. Later that year, the Board adopted a policy regarding any future poison pills (the "HP Policy"). The HP Policy provided that the Board would submit any future poison pill to a stockholder vote unless, in the exercise of its fiduciary duties under Delaware law, the Board determined that the adoption of a poison pill prior to stockholder approval would be in the best interests of stockholders, in which case stockholder approval would not be required.

At the 2007 Annual Meeting of Stockholders, the stockholders voted to approve a stockholder proposal to amend HP's Amended and Restated Bylaws to require that the Board submit any future poison pill to a vote of the stockholders. In response to the stockholders' action at the 2007 Annual Meeting, the Board approved an amendment to its Amended and Restated Bylaws adding a new Section 8.13 to Article VIII, effective as of September 20, 2007 (the "HP Bylaw"). The HP Bylaw, attached as Exhibit 99.1 to a Form 8-K filed with the Commission on September 21, 2007, is attached hereto as Exhibit B. The HP Bylaw provides that HP will seek stockholder approval prior to its adoption of a stockholder rights plan (as defined in the amendment), unless the Board, in the exercise of its fiduciary duties under Delaware law, determines that, under the circumstances existing at the time, it is in the best interests of the stockholders of HP to adopt or extend a stockholder rights plan without delay. The HP Bylaw further provides that if a poison pill is adopted or extended by the Board without prior stockholder approval, the poison pill will expire unless ratified by HP's stockholders within one year of adoption.

B. Rule 14a-8(i)(10): The "Substantially Implemented" Conclusion

Rule 14a-8(i)(10) permits a company to exclude a stockholder proposal if the company has substantially implemented the proposal. The Commission stated in 1976 that the predecessor to Rule 14a-8(i)(10) "is designed to avoid the possibility of shareholders having to consider matters which already have been favorably acted upon by the management." See Proposed Amendments to Rule 14a-8 Under the Securities Exchange Act of 1934 Relating to Proposals by Security Holders, Exchange Act Release No. 12598 (July 7, 1976). In the 1983 amendments to the proxy rules, the Commission noted that in order to be excludable under Rule 14a-8(i)(10), a stockholder proposal need only be "substantially implemented," not "fully effected." Amendments to Rule 14a-8 Under the Securities Exchange Act of 1934 Relating to Proposals by Security Holders, Exchange Act Release No. 20091, at II.E.6. (Aug. 16, 1983). The 1998 amendments to the proxy rules, which (among other things) implemented the current Rule 14a-8(i)(10), reaffirmed this position. See Amendments to Rules on Shareholder Proposals, Exchange Act Release No. 40018 at n.30 and accompanying text (May 21, 1998).

C. The HP Bylaw Substantially Implements the Proposal

The HP Bylaw substantially implements the Proposal and, accordingly, the Proposal properly may be excluded from the 2008 Proxy Materials in reliance upon Rule 14a-8(i)(10). Specifically, the HP Bylaw requires that any poison pill be submitted to a stockholder vote before adoption, unless the Board, in the exercise of its fiduciary duties under Delaware law, determines that adopting or extending the poison pill without the delay required to seek a stockholder vote is in the best interests of HP and its stockholders (referred to herein as a "fiduciary out"). Moreover, the HP Bylaw provides that in circumstances where the Board determines it is necessary to exercise its fiduciary out and adopt or extend a poison pill without stockholder approval, the poison pill will expire unless approved by stockholders within one year of adoption.

The only substantive difference between the Proposal and the HP Bylaw is that the Proposal requests that adoption of any future poison pill be put to a stockholder vote "as soon as possible" and the HP Bylaw provides that if a poison pill is adopted or extended by the Board without prior approval by the stockholders, it will expire "within one year" of adoption unless approved by stockholders. In addressing similar poison pill proposals, the Staff consistently has concurred that companies could exclude, under Rule 14a-8(i)(10), stockholder proposals substantially similar to the Proposal, where the proposal differs from a company bylaw or policy only with regard to the time period in which a poison pill must be submitted to a stockholder vote. In a substantially identical situation, in Honeywell International Inc. (avail. Jan. 31, 2007), the Proponent submitted a stockholder proposal requesting "any future or current poison pill be subject to shareholder vote ... as soon as possible" and that such a vote "could take place within 4-months of the adoption of a new poison pill." Honeywell's bylaws included a provision similar to the HP Bylaw, providing that any poison pill adopted by the Board in the use of its fiduciary out be approved by stockholders "within one year of adoption." The Staff concurred that the proposal was "substantially implemented" by the Honeywell bylaws and was thus excludable under Rule 14a-8(i)(10). Similarly, in Tiffany & Co. (avail. Mar. 14, 2006), a stockholder submitted a proposal requesting that a stockholder vote follow the adoption of any poison pill "as soon as may be practicable." The Staff concurred that the company could exclude the proposal under Rule 14a-8(i)(10) because the company had a policy that any poison pill adopted without prior stockholder approval be submitted to a stockholder vote "within one year after the effective date of the poison pill ... or expire on the first anniversary of its effective date." See also Sun Microsystems, Inc. (avail. Sept. 12, 2006); General Motors Corp. (April 7, 2006) (avail. Apr. 5, 2006); The Boeing Co. (avail. Mar. 9, 2005); The Home Depot (avail. Mar. 7, 2005). Therefore, as supported by Staff precedent, the HP Bylaw "substantially implements" the Proposal, and accordingly, the Proposal is excludable under Rule 14a-8(i)(10).

II. Alternatively, A Portion of the Proposal Is Excludable Pursuant to Rule 14a-8(i)(3) Because It Is False and Misleading in Violation of Rule 14a-9

Should the Staff determine that the Proposal in its entirety is not excludable under Rule 14a-8(i)(10), we respectfully request that the Staff concur that a portion of the Proposal's supporting statement is excludable pursuant to Rule 14a-8(i)(3). Rule 14a-8(i)(3) permits a company to exclude portions of a stockholder proposal or supporting statement from its proxy materials if the proposal or supporting statement is contrary to any of the Commission's proxy rules or regulations (including Rule 14a-9, which prohibits materially false and misleading statements in proxy materials). We believe that HP may exclude the last sentence of the Proposal's supporting statement pursuant to Rule 14a-8(i)(3) because it is materially false or misleading in violation of Rule 14a-9. The last sentence of the supporting statement is irrelevant to the subject matter of the Proposal, and rather, gives the false impression that the Proposal relates to an entirely different topic.

The last sentence of the Proposal's supporting statement provides: "The above status shows there is room for improvement and reinforces the reason to take one step forward now and vote yes to: Adopt Simple Majority Vote." (emphasis added) The phrase "Adopt Simple Majority Vote" is wholly unrelated to the Proposal, which requests that HP adopt a bylaw or charter provision to subject any future poison pills to a stockholder vote. Moreover, the entire last sentence needs to be excluded, because once "Adopt Simple Majority Vote" is deleted, it will be unclear what the remainder of the sentence refers to.

In Staff Legal Bulletin No. 14B (Sept. 15, 2004) ("SLB 14B"), the Staff noted that, in reliance on Rule 14a-8(i)(3), a company may exclude a statement where "portions of the supporting statement are irrelevant to a consideration of the subject matter of the proposal, such that there is a strong likelihood that a reasonable shareholder would be uncertain as to the matter on which she is being asked to vote." The Staff added that exclusion may be appropriate where the proposal and supporting statement, when read together, are so vague and indefinite as to result in the same uncertainty among stockholders. See SLB 14B. Moreover, the Staff has concurred on numerous occasions that where some or all of a supporting statement is unrelated to the stockholder proposal, those portions or the entire supporting statement are excludable under Rule 14a-8(i)(3). See, e.g., Bob Evans Farms, Inc. (avail. Jun. 26, 2006) (permitting exclusion under Rule 14a-8(i)(3) of portions of a supporting statement that listed the five largest stockholders of the company as unrelated to a proposal on declassifying the company's board of directors); Exxon-Mobil Corp. (avail. Mar. 27, 2002) (concurring that, in reliance on Rule 14a-8(i)(3), the company could exclude portions of a supporting statement in which the proponents discussed their views on certain company statements regarding global warming from a proposal related to executive compensation and the consideration of social and environmental factors in determining compensation); Freeport-McMoRan Copper & Gold Inc. (avail. Feb. 22, 1999) (noting that portions of a proposal's supporting statement were excludable by the company under Rule 14a-8(i)(3) unless revised by the proponent to delete the discussion of a Wall Street Journal article regarding alleged conduct by the company's chairman and directors that was irrelevant to the proposal's subject matter).

Accordingly, we request that the Staff concur that HP may exclude the last sentence of the Proposal's supporting statement pursuant to Rule 14a-8(i)(3). As noted above, it is unclear how "Adopt Simple Majority Vote" is relevant to, or has any connection with, the Proposal on poison pills. Further, if the last sentence asking stockholders to "Adopt Simple Majority Vote" is not omitted from the Proposal, stockholders are likely to be confused as to the matter on which they are being asked to vote. Thus, consistent with the guidance in SLB 14B and the no-action letters cited above, should the Staff not agree that the Proposal is excludable in its entirety, the last sentence of the Proposal may be excluded under Rule 14a-8(i)(3) as irrelevant to the subject matter of the Proposal.

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if HP excludes the Proposal from its 2008 Proxy Materials in reliance on Rule 14a-8(i)(10). Alternatively, HP requests that the Staff concur that a portion of the Proposal's supporting statement may be excluded under Rule 14a-8(i)(3). We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8653 or David Ritenour, HP's Senior Counsel, at (650) 857-3059.

Sincerely,

/s/

Amy L. Goodman

ALG/jlk

Enclosures

cc: David Ritenour, Hewlett-Packard Company
John Chevedden

[APPENDIX]

Nick Ross: Custodizn K[Text is illegible] W[Text is illegible]ing
P.O Box 249
Boonville, CA 95415-0249

Mr. Mark Hurd
Chairman
Hewlett-Packard Company (HPQ)
3000 Hanover Street
Palo Alto, CA 94304
PH: 650-857-1501
FX: 650-857-5518

Rule 14a-8 Proposal

Dear Mr. Hurd,

This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This proposal is submitted for the next annual shareholder meeting. Rule 14a-8 requirements are intended to be met including the continuous ownership of the required stock value until after the date of the respective shareholder meeting and the presentation of this proposal at the annual meeting. This submitted format, with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication. This is the proxy for John Chevedden and/or his designee to act on my behalf regarding this Rule 14a-8 proposal for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to John Chevedden at:

olmsted7p (at) earthlink.net
(In the interest of saving company expenses please communicate via email.)
PH: 310-371-7872
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278

Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of this proposal by email.

Sincerely,

/s/

Sept 15 - 2007

cc: Charles N. Charnas
Corporate Secretary
FX: (650) 857-4837
FX: 650-236-1450

[APPENDIX 1]

[HPQRule 14a-8 Proposal, September 20, 2007]

3Subject Any Future Poison Pill to a Shareholder Vote

The Corporate Library, http://www.thecorporatelibrary.com, an independent investment research firm said: We support the adoption of policies requiring shareholder approval of poison pills, either before adoption or within a short time thereaftersix months is sufficient time, we think, for a board to explore alternatives in the event of a hostile bid, but not so long that shareholders are completely disempowered.

We gave this proposal topic an impressive 73% yes-vote at our 2007 annual meeting.

Nick Rossi, Boonville, Calif., who sponsored a number of proposals on this topic, said the advantage for adopting this proposal should be considered in the context of our company's overall corporate governance. For instance in 2007 the following governance status was reported (and certain concerns are noted):

The Corporate Library rated our company:

"D" in Overall Board Effectiveness.

"Very High Concern" in CEO Compensation$23 million in one year.

"High" in Overall Governance Risk Assessment.

The Corporate Library said our CEO Mr. Hurd received a $5 million payment for reimbursement of declines in his former employer's stock (NCR) as covered by his vested options. Shareholders should not be required to compensate Mr. Hurd for his failure at his former employer.

Our Lead Director, Mr. Hackborn should be independent and not a director linked to our company for decades.

We have not yet graduated to a majority-vote election standard.

No shareholder right to cumulative voting.

No shareholder right to act by written consent.

No shareholder right to call a special meeting.

Directors Mr. Baldauf and Mr. Thomson each owned less than 400 shares of our stock.

Director Mr. Hammergren was designated as an "Accelerated Vesting" director by The Corporate Library. This was due his involvement with a board that accelerated the vesting of stock options in order to avoid recognizing the related expensejust prior to implementation of FAS 123R policies.

The above status shows there is room for improvement and reinforces the reason to take one step forward now and vote yes to:

Adopt Simple Majority Vote

Yes on 3

Notes:

Nick Rossi, P.O. Box 249, Boonville, Calif. 95415 sponsors this proposal.

The above format is requested for publication without re-editing or re-formatting.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including:

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

See also: Sun Microsystems, Inc. (July 21, 2005).

Please note that the title of the proposal is part of the argument in favor of the proposal. In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout all the proxy materials.

Please advise if there is any typographical question.

Stock will be held until after the annual meeting and the proposal will be presented at the annual meeting.

Please acknowledge this proposal by email within 14-days and advise the most convenient fax number and email address to forward a broker letter, if needed, to the Corporate Secretary's office.

[INQUIRY LETTER]

November 9, 2007

Direct Dial (202) 955-8653
Fax No. (202) 530-9677
Client No. C 38126-00456

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Supplemental Letter Regarding Stockholder Proposal of Nick Rossi, Custodian for Katrina Wubbolding Securities Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

On behalf of our client, Hewlett-Packard Company ("HP"), we submitted a letter on October 19, 2007, (the "Initial Letter") informing the staff of the Division of Corporation Finance (the "Staff") that HP intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Stockholders (collectively, the "2008 Proxy Materials") a stockholder proposal (the "Proposal") and statements in support thereof received from Nick Rossi as custodian for Katrina Wubbolding, who has appointed John Chevedden to act on his behalf (the "Proponent"). A copy of the Initial Letter, including the Proposal text, is attached hereto as Exhibit A.

The Proposal requests that the Board "subject any future poison pill to shareholder vote, as a separate ballot item, as soon as possible." The Initial Letter indicated our belief that the Proposal may be excluded from the 2008 Proxy Materials pursuant to Rule 14a-8(i)(10) because HP has substantially implemented the Proposal by amending its Amended and Restated Bylaws to provide that any future poison pill adopted by HP's Board of Directors (the "Board") without prior stockholder approval will expire within one year unless ratified by HP's stockholders (the "HP Bylaw").

We write supplementally to respond to correspondence dated October 24, 2007, from the Proponent regarding the Initial Letter (the "Proponent's Response"), a copy of which is attached hereto as Exhibit B. The Proponent's Response asserts that the HP Bylaw does not substantially implement the Proposal for purposes of Rule 14a-8(i)(10) because the HP Bylaw does not address the following Proposal language: "It is essential to this [P]roposal... that there be a specific provision that a sunset on a poison pill will not substitute for a shareholder vote." For the reasons discussed below, we believe that there is ample precedent that this language is not inconsistent with a determination that the Proposal has been substantially implemented, and, accordingly, the Staff should grant HP no-action relief with respect to the Proposal under Rule 14a-8(i)(10).

The HP Bylaw, which was effective as of September 20, 2007, provides for stockholder approval prior to the Board's adoption of any poison pill, unless the Board, in the exercise of its fiduciary duties under Delaware law, determines that it is in the best interests of the stockholders to adopt or extend a poison pill without delay (referred to herein as a "fiduciary out"). Moreover, the HP Bylaw provides that in circumstances where the Board determines it is necessary to exercise its fiduciary out and adopt or extend a poison pill without prior stockholder approval, the poison pill will expire unless approved by stockholders within one year of adoption (often referred to as a "sunset provision"). As noted in the Initial Letter, the only substantive difference between the Proposal and the HP Bylaw is that the Proposal requests that adoption of any future poison pill be put to a stockholder vote "as soon as possible" whereas the HP Bylaw contains a sunset provision by which any poison pill adopted or extended by the Board without prior approval by the stockholders will expire "within one year" of adoption unless approved by stockholders.

The Staff consistently has granted no-action relief under Rule 14a-8(i)(10) to companies seeking to exclude stockholder proposals substantially similar to the Proposal, where the proposal differs from a company's bylaws or policies only with regard to the time period in which the poison pill is submitted to a stockholder vote and with respect to whether a sunset provision is included in the company's bylaws or policies relating to poison pills. For example, in Honeywell International Inc. (avail. Jan. 31, 2007), the Proponent submitted a stockholder proposal requesting "any future or current poison pill be subject to shareholder vote ... as soon as possible" and that such a vote "could take place within 4-months of the adoption of a new poison pill." The Proponent's proposal further stated that it was "essential that a sunset provision not be used as an escape clause from a shareholder vote." Honeywell's bylaws included a sunset provision similar to the HP Bylaw, providing that any poison pill adopted by the Board in the use of its fiduciary out be approved by stockholders "within one year of adoption." The Staff concurred that the Honeywell bylaws substantially implemented the proposal, and the proposal was thus excludable under Rule 14a-8(i)(10), even though the Honeywell proposal included substantially identical language to the Proposal regarding sunset provisions. Similarly, in Sun Microsystems, Inc. (avail. Sept. 12, 2006), the Proponent submitted a substantially similar proposal also indicating that "[a] sunset on a future poison pill will not substitute for a shareholder vote." However, the Staff concurred that the proposal had been substantially implemented by the company's poison pill policy that contained a sunset provision and was thus excludable in reliance on Rule 14a-8(i)(10). Further, in General Motors Corp. (April 7, 2006) (avail. Apr. 5, 2006), the Proponent submitted a substantially similar stockholder proposal noting that "a poison pill sunset would not substitute for a shareholder vote." Moreover, the Proponent's proposal stated that a "5- to 12-month delay of a vote will not substitute for a vote as soon as may be practicable." Again, the Staff permitted exclusion of the Proponent's proposal pursuant to Rule 14a-8(i)(10), concurring that the company's poison pill policy containing a sunset provision substantially implemented the proposal. Therefore, as supported by the Staff precedent cited above, the HP Bylaw substantially implements the Proposal, and, accordingly, the Proposal is excludable under Rule 14a-8(i)(10).

* * *

For the reasons set forth above, HP respectfully requests that the Staff concur with our view that HP may omit the Proposal from the 2008 Proxy Materials. While this letter addresses HP's basis for excluding the Proposal under Rule 14a-8(i)(10), we also reiterate that we believe that certain portions of the Proposal are excludable under Rule 14a-8(i)(3) for the reasons discussed in the Initial Letter.

Pursuant to Rule 14a-8(j), enclosed herewith are six (6) copies of this supplemental letter and its attachments. Also, in accordance with Rule 14a-8(j), a copy of this supplemental letter is being mailed on this date to the Proponent. HP hereby agrees to forward promptly to the Proponent any Staff response to this supplemental letter that the Staff transmits by facsimile to HP only. We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. Please do not hesitate to call me at (202) 955-8653, or David Ritenour, HP's Senior Counsel, at (650) 857-3059 if we can be of any further assistance in this matter.

Sincerely,

/s/

Amy L. Goodman

ALG/jlk

Enclosures

cc: David Ritenour, Hewlett-Packard Company
John Chevedden

[APPENDIX 2]

October 24, 2007

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Hewlett-Packard Company (HPQ) Shareholder Position on Company No-Action Request Rule 14a-8 Proposal: Poison Pill Nick Rossi

Ladies and Gentlemen:

This responds to the company October 19, 2007 no action request.

This is the initial part of the proposal:

3Subject Any Future Poison Pill to a Shareholder Vote

The essential part of the company argument is that it is free to ignore this key part of the text of the proposal and still get full-credit for implementation:

"It is essential to this proposal ... that there be a specific provision that a sunset on a poison pill will not substitute for a shareholder vote."

The company does not explain how it apparently arrives at a conclusion that a called-for mandatory shareholder vote is a trivial matter to be ignored with no consequence under rule 14a-8.

For the above reasons it is respectfully requested that concurrence not be granted to the company on the purported basis of substantial implementation. It is also respectfully requested that the shareholder have the last opportunity to submit material in support of including this proposalsince the company had the first opportunity.

Sincerely,

John Chevedden

cc: Nick Rossi
Charles N. Charnas<Charles.Charnas@hp.com>
Corporate Secretary

[APPENDIX 3]

November 12, 2007

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Hewlett-Packard Company (HPQ) # 2 Shareholder Position on Company No-Action Request Rule 14a-8 Proposal: Poison Pill Nick Rossi

Ladies and Gentlemen:

This is a second response to the company October 19, 2007 no action request, supplemented.

This is the initial part of the proposal:

3Subject Any Future Poison Pill to a Shareholder Vote

The essential part of the company argument is that it is free to ignore this key part of the text of the proposal and still get full-credit for implementation:

"It is essential to this proposal ... that there be a specific provision that a sunset on a poison pill will not substitute for a shareholder vote."

The company does not explain how it apparently arrives at a conclusion that a called-for mandatory shareholder vote is a trivial matter to be ignored with no consequence under rule 14a-8.

The company has not provided any other example in Securities Law where these two items are absolutely interchangeable:

1) A mandatory shareholder vote on a key rule of governance and

2) A one-year term for such a rule, without any shareholder vote whatsoever.

Poison pill proposals have been submitted for 2008 with supporting text that states: "I believe that when our directors know that a poison pill will be subject to a mandatory vote that this certainty of a vote will give our directors a far greater incentive to use their utmost discretion before using such a drastic measure as a poison pill."

Sincerely,

John Chevedden

cc: Nick Rossi
Charles N. Charnas<Charles.Charnas@hp.com>
Corporate Secretary

[STAFF REPLY LETTER]

November 30, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Hewlett-Packard Company Incoming letter dated October 19, 2007

The proposal requests that the board adopt a rule that any future poison pill be subject to shareholder vote as soon as possible.

There appears to be some basis for your view that HP may exclude the proposal under rule 14a-8(i)(10). Accordingly, we will not recommend enforcement action to the Commission if HP omits the proposal from its proxy materials in reliance on rule 14a-8(i)(10). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which HP relies.

Sincerely,

/s/

William A. Hines
Special Counsel

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Company Name: Hewlett-Packard Co. Public Availability Date: November 30, 2007

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Company Name: Hewlett-Packard Co.
Public Availability Date: November 30, 2007