EXHIBIT 5

Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304

       26,771 Shares of common stock of Hewlett-Packard Company
                       Offered pursuant to the 
         1993 EEsof Incorporated Stock Option Conversion Plan

Dear Sirs:

I have examined the proceedings taken and the instruments executed in
connection with the organization and present capitalization of Hewlett-
Packard Company (the "Company") and the reservation for issuance and
authorization of the sale and issuance from time to time of not in excess
of 26,771 shares of common stock (the "Shares") pursuant to the terms of
the Company's 1993 EEsof Incorporated Stock Option Conversion Plan.  The
Shares are the subject of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, which is being filed with the
Securities and Exchange Commission and to which this opinion is to be
attached as an exhibit.

Upon the basis of such examination, I am of the following opinion:

1.  The authorized shares of the Company consist of 300,000,000 shares of
preferred stock and 600,000,000 shares of common stock.

2.  The proper corporate proceedings necessary to the reservation for
issuance and the authorization of the sale and issuance from time to time
of not in excess of 26,771 shares of the common stock of the Company
pursuant to the Company's 1993 EEsof Incorporated Stock Option Conversion
Plan have been duly taken and, when issued pursuant to such plan, the
Shares will be duly and validly issued and fully paid and nonassessable.

3.  When the above-mentioned registration statement relating to the
Shares has become effective and when the listing of the Shares on the New
York and Pacific Stock Exchanges has been authorized, all authorizations,
consents, approvals, or other orders of all United States regulatory
authorities required for the issuance of Shares will have been obtained.

You should be aware that I and other members of the Hewlett-Packard
Company legal department participating in the preparation of the
Registration Statement owned or held options to purchase 24,255 shares of
Hewlett-Packard Company common stock at February 11, 1994.

You are further advised that I consent to the use of this opinion as an
exhibit to the above-mentioned Registration Statement.

                            Very truly yours,


                            /s/ Ann O. Baskins   
                            Ann O. Baskins
                            Assistant Secretary and
                            Managing Counsel