8-K

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                  JANUARY 11, 2001
                Date of Report (Date of Earliest Event Reported)



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





        DELAWARE                    1-4423                   94-1081436
- -------------------------------------------------------------------------------
(State or other jurisdiction      (Commission             (I.R.S. Employer
      of incorporation)           File Number)           Identification No.)



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


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



===============================================================================



ITEM 5.  OTHER EVENTS.

     On January 11, 2001, Hewlett-Packard Company ("HP") issued a press
release relating to its fiscal 2001 first quarter and full year guidance. The
press release, entitled "HP Updates Guidance" dated January 11, 2001 is
attached hereto as Exhibit 99.1 and incorporated by reference herein. On
January 11 at 2:00 p.m. PST, in connection with HP's issuance of the
foregoing press release, HP held a conference call to discuss the contents of
the press release. Scripts prepared for use by Carleton S. Fiorina and
Stephen J. Pavlovich on this conference call are furnished herewith as
Exhibit 99.2 and incorporated by reference in this Item 5. The furnishing of
these scripts is not intended to constitute a representation such furnishing
is required by Regulation FD or that the materials they contain include
material investor information that is not otherwise publicly available. In
addition, all of the information in the presentations is presented as of
January 11, 2001, and HP does not assume any obligation to update such
information in the future.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1    Press release dated January 11, 2001 entitled "HP Updates
                Guidance."

Exhibit 99.2    Scripts prepared for use by Carleton S. Fiorina and Stephen J.
                Pavlovich for conference call at 2:00 p.m. PST, January 11,
                2001, discussing fiscal 2001 first quarter and full year
                guidance.



                                    SIGNATURE

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



                                      HEWLETT-PACKARD COMPANY


Date: January 11, 2001                By:    /s/ Ann O. Baskins
                                           -----------------------------------
                                      Name:  Ann O. Baskins
                                      Title: Vice President, General Counsel and
                                             Secretary



                          INDEX TO EXHIBITS FILED WITH
                THE CURRENT REPORT ON FORM 8-K DATED JANUARY 11, 2001




  Exhibit                              Description
- -----------   ----------------------------------------------------------------
           
    99.1      Press release dated January 11, 2001 entitled "HP Updates
              Guidance."

    99.2      Scripts prepared for use by Carleton S. Fiorina and Stephen J.
              Pavlovich for conference call at 2:00 p.m. PST, January 11,
              2001, discussing fiscal 2001 first quarter and full year
              guidance.

EX-99.1

                          [HEWLETT-PACKARD LETTERHEAD]

Editorial Contact:

Suzette Stephens          HP Updates Guidance
+1 650 236 5127n
suzette_stephens@hp.com


PALO ALTO, Calif., Jan. 11, 2001 -- Hewlett-Packard Company
(NYSE: HWP) today announced that based on worsening economic conditions and a
deceleration in corporate and consumer IT spending in recent weeks, primarily
in the U.S., the company no longer expects to meet previous first quarter
guidance. The company now expects to achieve earnings per share in the range
of 35 to 40 cents for its first fiscal quarter ending Jan. 31, 2001.

Carly Fiorina, chairman, president and chief executive officer, said,
"Underlying the financial guidance we provided in early December were core
assumptions about the condition of the consumer and enterprise IT
marketplaces. We anticipated a slowdown in U.S. consumer IT spending and
continued strength in enterprise IT spending, all in the context of the
prevailing view that the U.S. economy was headed toward a soft landing.

"It's clear there's been a significant change in market conditions in recent
weeks. Consumer spending in the U.S. has been below even our own conservative
estimates and our enterprise customers--responding to the growing
economic uncertainty--have become increasingly cautious about IT spending.

"We believe conservative growth assumptions are appropriate near-term,
therefore our revenue guidance for Q1 is in the low- to mid- single-digits
and we're not anticipating improvement during the first half of our fiscal
year ending April 30. Our gross margin guidance is at the low end of the 27.5
to 28.5 percent range we previously provided, with expense growth in line
with revenue growth. Given rapidly changing market conditions and increasing
economic uncertainty, at home and abroad, we're refraining from providing an
update to full-year guidance at this time.

"Within this environment, we're staying focused on operational excellence and
on achieving our earnings targets by aggressively pursuing profitable growth
opportunities and effectively managing expenses.



Jan. 11, 2001
Page 2

"Despite these macro-economic trends, we remain confident in our strategy and
believe our strong product portfolio, (which continues to gain or maintain
share), our global presence, and our financial strength will serve as
important assets in these challenging economic times."

A conference call with Fiorina, will begin today at 5 p.m. EST/2 p.m. PST.
The call will last about 30 minutes, with a replay available until Monday,
Jan. 15. To listen to the conference call replay, call +1 858 812 6440, using
reservation number 17643805. The replay will be available between 7 p.m.
EST/4 p.m. PST today and 7 p.m. EST/4 p.m. PST on Monday, Jan. 15.

ABOUT HP

Hewlett-Packard Company--a leading global provider of computing and imaging
solutions and services--is focused on making technology and its benefits
accessible to individuals and businesses through simple appliances, useful
e-services and an Internet infrastructure that's always on.

HP has 88,500 employees worldwide and had total revenue from continuing
operations of $48.8 billion in its 2000 fiscal year. Information about HP and
its products can be found on the World Wide Web at http://www.hp.com.

                                     # # #

This news release contains forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they never materialize or
prove incorrect, could cause the results of HP and its consolidated
subsidiaries to differ materially from those expressed or implied by such
forward-looking statements. All statements other than statements of
historical fact are forward-looking statements, including any projections of
earnings, revenues, or other financial items; any statements of the plans,
strategies, and objectives of management for future operations; any
statements concerning proposed products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief and any statement of assumptions underlying any of the foregoing. The
risks, uncertainties and



Jan. 11, 2001
Page 3

assumptions referred to above include the ability of HP to retain and
motivate key employees; the timely development, production and acceptance of
products and services and their feature sets; the challenge of managing asset
levels, including inventory; the flow of products into third-party
distribution channels; the difficulty of keeping expense growth at modest
levels while increasing revenues; and other risks that are described from
time to time in HP's Securities and Exchange Commission reports, including
but not limited to the annual report on Form 10-K for the year ended Oct. 31,
1999, and subsequently filed reports. HP assumes no obligation to update
these forward-looking statements.

EX-99.2

                                                                   Exhibit 99.2


STEPHEN J. PAVLOVICH:

I have to remind you that the primary purpose of this call is to provide you
with an update on HP's Fiscal 2001 first quarter and full year guidance.

It's possible that some of our comments and responses to your questions may
include forward-looking statements. These forward-looking statements are
based on certain assumptions and are subject to a number of risks and
uncertainties, and actual future results may vary materially.

Again, I encourage you to read the risk factors described in the company's
annual report on Form 10-K for the year ended October 31, 1999 and our
subsequently filed reports for an understanding of the factors that may
affect the company's businesses and results.

CARLETON S. FIORINA:

Thanks Steve.  Good afternoon everyone and thank you for joining us on short
notice.

As you have all certainly been witnessing, over the course of the last
several weeks there has been a fairly dramatic weakening in the economic
climate and the market for technology spending--a shift that has led to a
reassessment of our expectations for both our first fiscal quarter--which
ends January 31st--and for 2001.

When we met with many of you on December 6... our guidance for Q1 and FY
2001 was based on a set of planning assumptions.

Those assumptions included:

- - Continued strong growth in enterprise IT spending, so therefore, based on
  refreshed product lines, accelerating growth in hp's enterprise business,
  particularly in the U.S.

- - decelerating growth in the consumer business, particularly in the U.S.

- - softness in US retail PCs offset by strength in Europe and notebooks

- - and increasing growth in imaging and printing thanks to a revamped product
  line

These assumptions, of course, were all based on the prevailing view that we'd
see a soft landing in the US economy.



So... based on the November sales data that tracked with our planning
assumptions... and conscious of the fact that the Q1 revenue guidance we
provided was below our internal growth projections... and finally, factoring
in the latest market data available... we went into that meeting feeling
comfortable with our guidance.

As we moved through December, as everyone is acutely aware, the market
changed fairly dramatically. Consumer spending in the U.S. slowed below even
our own conservative estimates and corporate spending decelerated sharply.

Many of our clients are simply responding cautiously to an uncertain economic
environment.

While we believe few--if any--have de-valued the importance of significant
and ongoing investment in their technology infrastructures, it has become
clear that many of our enterprise customers are reducing their IT
infrastructure spending... at least for the moment.

In fact, many of you have recently highlighted the deceleration in corporate
IT spending plans... lowering your growth estimates from the low double-digit
figure many expected to single digits.

So we are entering our final three weeks of the quarter with continued
deterioration in economic assessments.

Based on this more rapid than expected change in market conditions and
increasing economic uncertainty ...we no longer expect to meet our previous
first quarter guidance.



We believe conservative growth assumptions are appropriate near-term,
therefore our revenue guidance for Q1 is in the low to mid single-digits and
we're not counting on improvement through the first half of our fiscal year
ending April 30. We expect earnings per share in the range of 35 to 40 cents.
Our gross margin guidance is at the low end of the 27.5 to 28.5 percent range
we previously provided, with expense growth in line with revenue growth.
Given rapidly changing market conditions and increasing economic uncertainty,
at home and abroad, we're refraining from providing full year guidance at
this time.

Within this environment, we're staying focused on operational excellence and
on achieving our earnings targets by aggressively pursuing profitable growth
opportunities and effectively managing expenses.

Some of the specific actions we're taking...

- - We're focusing sales and marketing resources and dollars on higher margin
  opportunites and markets with continuing momentum.

- - We're aggressively managing headcount, focusing on demand-generation and
  fulfillment resources.

- - We've locked down discretionary spending.

- - We're carefully managing our new product introductions to ensure we meet
  our targets... and we're well positioned for these introductions with
  channel inventories at desired levels - in fact, below our positions in
  November and December.



- - I continue to stay in touch with our retail partners and enterprise
  customers, which is critically important in times like these.

- - We are enlisting the continuing support of our employees through regular
  communication and interactions.

- - And we're fortunate to have a seasoned team with experience executing well
  through similar downturns.

We remain committed to our strategy and believe our strong product portfolio,
our global presence, and our financial strength will serve as important
assets in a challenging economic environment.

We believe you will see HP perform as it always has in turbulent times--
solidly, credibly, confidently.

Now, Bob and I will handle questions for the remaining time. Please limit
your questions to one per person. I'd like to remind you that we have three
weeks left in the quarter and our Q1 call is scheduled for February 15th.

                                     # # #



FORWARD-LOOKING STATEMENTS

This script contains forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they never materialize or
prove incorrect, could cause the results of HP and its consolidated
subsidiaries to differ materially from those expressed or implied by such
forward-looking statements. All statements other than statements of
historical fact are forward-looking statements, including any projections of
earnings, revenues, or other financial items; any statements of the plans,
strategies, and objectives of management for future operations; any
statements concerning proposed products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief and any statement of assumptions underlying any of the foregoing. The
risks, uncertainties and assumptions referred to above include the ability of
HP to retain and motivate key employees; the timely development, production
and acceptance of products and services and their feature sets; the challenge
of managing asset levels, including inventory; the flow of products into
third-party distribution channels; the difficulty of keeping expense growth
at modest levels while increasing revenues; and other risks that are
described from time to time in HP's Securities and Exchange Commission
reports, including but not limited to the annual report on Form 10-K for the
year ended Oct. 31, 1999, and subsequently filed reports. HP assumes no
obligation to update these forward-looking statements.