SECURITIES AND EXCHANGE COMMISSION
   
                          Washington, D.C.  20549
 
                                 FORM 10-Q/A
 
  (Mark one)
     ___
    | X |       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     ---
                    OF THE SECURITIES EXCHANGE ACT OF 1934.
  
                 For the quarterly period ended JULY 31, 1998  
                                     
                                     OR
     ___
    |   |      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
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                    OF THE SECURITIES EXCHANGE ACT OF 1934.
  
            For the transition period from ___________ to __________
  
                        Commission file number:  1-4423
  
                            HEWLETT-PACKARD COMPANY              
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)
   
               Delaware                                    94-1081436      
     -----------------------------                     ------------------
    (State or other jurisdiction of                      (IRS Employer
    incorporation or organization)                    Identification No.)
  
   3000 Hanover Street, Palo Alto, California                 94304  
   ------------------------------------------              ---------
   (Address of principal executive offices)                 (Zip Code)
  
     Registrant's telephone number, including area code (650) 857-1501
                                                         -------------
  
________________________________________________________________________ 


(Former name, former address and former fiscal year, if changed since last
report)
  
Indicate by check mark whether the registrant (1) has filed all reports  
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
  
                                            Yes    X     No     
                                                 -----      -----
  
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
  
           Class                             Outstanding at July 31, 1998 
  --------------------------                 -----------------------------
  Common Stock, $1 par value                      1.04 billion shares


    


                   HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
  
                                  SIGNATURE
                                  ---------
  
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 thereunto duly authorized.
        
                                               HEWLETT-PACKARD COMPANY
                                               (Registrant)

  
Dated: September 14, 1998                     
                                               By:/s/ Robert P. Wayman
                                               --------------------------
                                               Robert P. Wayman
                                               Executive Vice President,
                                               Finance and Administration
                                               (Chief Financial Officer)