EXHIBIT 3.5

Article III, Section 3.2 of the Bylaws of Hewlett-Packard Company is amended
and restated in its entirety as follows:

"3.2 NUMBER AND TERM OF OFFICE. The authorized number of directors shall be not
less than eight (8) nor more than seventeen (17). Within such limits, the exact
number of directors shall be nine (9); PROVIDED, HOWEVER, that, effective at and
contingent upon the 2002 Annual Meeting of the corporation's stockholders,
within such limits, the exact number of directors shall be eight (8); and,
PROVIDED FURTHER, that, effective at and contingent upon the consummation of the
merger of Heloise Merger Corporation, a wholly owned subsidiary of the
corporation, with and into Compaq Computer Corporation, within such limits, the
exact number of directors shall be twelve (12)."