EXHIBIT 5
April 3, 1995

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

     32,000,000 Shares of common stock of Hewlett-Packard Company
Offered pursuant to the 1995 Incentive Stock 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 32,000,000 shares
of common stock (the "Shares") pursuant to the terms of the Company's 1995
Incentive Stock 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 1,200,000,000 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 32,000,000 shares of the common stock of the Company pursuant to
the Company's 1995 Incentive Stock 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 46, 210 shares of Hewlett-Packard Company
common stock at April 3, 1995.

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


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