SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


          Under the Securities Exchange Act of 1934 (Amendment No. 1)*


                             HEWLETT-PACKARD COMPANY
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                     COMMON STOCK, $1.00 PAR VALUE PER SHARE
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    428236103
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                            Katharine A. Martin, Esq.
                          Pillsbury Madison & Sutro LLP
                               2550 Hanover Street
                            Palo Alto, CA 94303-1115
                                 (650) 233-4500
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                  JULY 1, 1998
- --------------------------------------------------------------------------------
                          (Date of Event which Requires
                            Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.

Note:  Schedules filed in paper format shall include a signed
original and five copies of the Schedule, including all
exhibits.  See section 240.13d-7(b) for other parties to whom copies
are to be sent.


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No. 428236103                     13D                    Page 2 of 4 Pages


1.       NAME OF REPORTING PERSON                          David Woodley Packard

         S.S. OR I.R.S. IDENTIFICATION NO.
         OF ABOVE PERSON
________________________________________________________________________________

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) |_|
                                                                         (b) |_|
________________________________________________________________________________

3.       SEC USE ONLY
________________________________________________________________________________

4.       SOURCE OF FUNDS                                                      OO
________________________________________________________________________________

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
         REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                              |_|
________________________________________________________________________________

6.       CITIZENSHIP OR PLACE OF ORGANIZATION                      United States
________________________________________________________________________________

  NUMBER OF         7.       SOLE VOTING POWER                         2,453,292
   SHARES           ____________________________________________________________
BENEFICIALLY
  OWNED BY          8.       SHARED VOTING POWER                     128,810,804
    EACH            ____________________________________________________________
  REPORTING
   PERSON           9.       SOLE DISPOSITIVE POWER                    2,453,292
    WITH            ____________________________________________________________

                    10.      SHARED DISPOSITIVE POWER                128,810,804
________________________________________________________________________________

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
         REPORTING PERSON                                            131,264,096
________________________________________________________________________________

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
         EXCLUDES CERTAIN SHARES                                             |_|
________________________________________________________________________________

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                12.6%
________________________________________________________________________________

14.      TYPE OF REPORTING PERSON                                             IN
________________________________________________________________________________



CUSIP No. 428236103                     13D                    Page 3 of 4 Pages


         The Statement on Schedule 13D of David Woodley Packard, dated April 15,
1996 is hereby amended and supplemented as follows: ITEM 4. PURPOSE OF THE
TRANSACTION.

         As set forth in item 5(c) hereof, on July 1, 1998, the David and Lucile
Packard Trust dated April 20, 1987, as amended (the "Trust"), transferred all of
its remaining shares of Hewlett-Packard Company Common Stock to The David and
Lucile Packard Foundation ("The Foundation").

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

         According to the most recently available Form 10-Q of Hewlett-Packard
Company (the "Company"), there are 1.04 billion shares of Common Stock issued
and outstanding.

         (a) Amount beneficially owned: 131,264,096

             Percent of class:  12.6%

         (b) The number of shares as to which David Woodley Packard has:

             (i) Sole power to vote or direct the vote: 2,453,292 shares;

             (ii) Shared power to vote or direct the vote: 128,810,804
         shares;

             (iii) Sole power to dispose or direct the disposition of:
         2,453,292 shares;

             (iv) Shared power to dispose or direct the disposition of:
         128,810,804 shares.

         128,714,828 of the shares which are the subject of this amended
Schedule 13D are held by The Foundation, of which David



CUSIP No. 428236103                     13D                    Page 4 of 4 Pages

Woodley Packard is a director; 95,976 of the shares are held by David Woodley
Packard's wife; 18,696 of the shares are held by David Woodley Packard as
custodian for his minor children; 258,592 of the shares are held in two trusts
for the benefit of his children, of which trusts he is sole trustee; and 32,324
of the shares are held in trust for his family, of which trust he is sole
trustee. The filing of this amended Schedule 13D shall not be construed as an
admission that David Woodley Packard is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of such
128,714,828 shares held by The Foundation.

         (c) The Trust transferred all of its remaining shares of the Company's
Common Stock to The Foundation on July 1, 1998.

                                    SIGNATURE


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

         Dated as of September 8, 1998.


                                              /s/ David Woodley Packard
                                        ----------------------------------------
                                                David Woodley Packard