WASHINGTON, D.C. 20549-1004

                                    FORM 8-K/A

                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): AUGUST 31, 2001

                             HEWLETT-PACKARD COMPANY
             (Exact name of Registrant as specified in its charter)

           DELAWARE                      1-4423                94-1081436
(State or other jurisdiction of  (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                               3000 HANOVER STREET
                               PALO ALTO, CA 94304
                    (Address of principal executive offices)

                                 (650) 857-1501
              (Registrant's telephone number, including area code)


         On September 4, 2001, the Company entered into an Agreement and Plan
of Reorganization (the "Merger Agreement") by and among the Company, Heloise
Merger Corporation, a Delaware corporation and wholly-owned subsidiary of the
Company, and Compaq Computer Corporation, a Delaware corporation. A copy of
the Merger Agreement is attached as an exhibit to a Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on
September 4, 2001 (the "Current Report"). This Current Report on Form 8-K/A
amends the Current Report as indicated below.

         The Merger Agreement filed as an exhibit to the Current Report contains
an error in the number of authorized shares of Common Stock, par value $0.01 per
share, of the Company set forth in Section 3.2(a) thereof. Section 3.2(a) of the
Merger Agreement should read in its entirety as follows:

         (a) CAPITAL STOCK. The authorized capital stock of HP consists of: (i)
9,600,000,000 shares of HP Common Stock, par value $0.01 per share and (ii)
300,000,000 shares of preferred stock, par value $0.01 per share (the "HP
PREFERRED STOCK"), of which 4,500,000 shares have been designated as Series A
Participating Preferred Stock, all of which will be reserved for issuance upon
exercise of preferred stock purchase rights (the "HP RIGHTS") issuable pursuant
to the rights agreement approved by the Board of Directors of HP in connection
with its approval of this Agreement substantially in the form previously
provided to Compaq (the "HP RIGHTS AGREEMENT"). At the close of business on July
31, 2001: (i) 1,939,159,231 shares of HP Common Stock were issued and
outstanding, (ii) no shares of HP Common Stock were issued and held by HP in its
treasury, and (iii) no shares of HP Preferred Stock were issued and outstanding.
All of the outstanding shares of capital stock of HP are, and all shares of
capital stock of HP which may be issued as contemplated or permitted by this
Agreement will be, when issued, duly authorized and validly issued, fully paid
and nonassessable and not subject to any preemptive rights.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     HEWLETT-PACKARD COMPANY

Date:  September 10, 2001                            By: /s/ Charles N. Charnas
                                                         Charles N. Charnas
                                                         Assistant Secretary