SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 7)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

MERCURY INTERACTIVE CORPORATION
(Name of subject company (Issuer))

MARS LANDING CORPORATION
HEWLETT-PACKARD COMPANY
(Name of Filing Persons (Offerors))

Common Stock, par value $0.002 per share
(Title of classes of securities) 589405109
(CUSIP number of common stock)

Charles N. Charnas, Esq.
Acting General Counsel, Vice President and Assistant Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, address, and telephone number of person authorized to receive notices and communications
on behalf of Filing Persons)

Copies to:

David K. Ritenour, Esq.
Senior Counsel
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501 Larry W. Sonsini, Esq.
Michael S. Ringler, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$4,638,245,508	$496,293

(1)

Estimated for purposes of calculating the filing fee only. This amount is based upon an estimate of the maximum number of shares to be purchased pursuant to the tender offer at the tender offer price of $52.00 per Share.

(2)

The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $107 for each $1,000,000 of value.

ý

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$496,293	Filing Party:	Mars Landing Corporation and Hewlett-Packard Company
Form of Registration No.:	Schedule TO	Date Filed:	August 17, 2006

o

Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.

o

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third party tender offer subject to Rule 14d-1

o

issuer tender offer subject to Rule 13e-4

o

going private transaction subject to Rule 13e-3

o

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

        This Amendment No. 7 to the Tender Offer Statement on Schedule TO (this "Amendment"), filed with the Securities and Exchange Commission (the "SEC") on November 2, 2006, amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on August 17, 2006 (the "Initial Statement"), as amended, and relates to the offer by Mars Landing Corporation, a Delaware corporation (the "Offeror") and wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation (the "Parent"), to purchase all outstanding shares of common stock, par value $0.002 per share (the "Shares"), of Mercury Interactive Corporation, a Delaware corporation (the "Company"), at a purchase price of $52.00 per Share (or any higher price per Share that is paid in the tender offer), net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 17, 2006 (which, together with any amendments and supplements thereto, collectively constitute the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

        The Offer is made pursuant to the Agreement and Plan of Merger, dated as of July 25, 2006, among the Offeror, the Parent and the Company.

        The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Initial Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Items 8 and 11. Interest in Securities of the Subject Company; Additional Information.

        Items 8 and 11 of the Schedule TO are hereby amended and supplemented by including the following:

        "The Offer expired at 12:00 Midnight, New York City time, on Wednesday, November 1, 2006. The depositary for the Offer has advised the Parent and the Offeror that, as of 12:00 Midnight, New York City time, on November 1, 2006, an aggregate of approximately 85.7 million Shares (including Shares tendered by notice of guaranteed delivery) were validly tendered and not withdrawn, representing approximately 96% of the outstanding Shares. The Offeror has accepted for payment all tendered shares and payment will be made promptly.

        On November 2, 2006, the Parent issued a press release announcing the results of the Offer as of the expiration of the Offer period. The Parent also announced that the second-step merger is expected to occur within the next several days. The full text of the press release is filed as Exhibit (a)(5)(vii) hereto and is incorporated herein by reference."

Item 12. Exhibits

(a)(1)(i)	Offer to Purchase, dated August 17, 2006.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Instructions for the Requestor of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.*
(a)(1)(viii)	Form of Summary Advertisement as published on August 17, 2006 in The Wall Street Journal.*
(a)(5)	Press Release issued by the Parent on July 25, 2006.*
(a)(5)(ii)	Press Release issued by the Parent on September 15, 2006.*
(a)(5)(iii)	Press Release issued by the Parent on September 29, 2006.*
(a)(5)(iv)	Press Release issued by the Parent on October 16, 2006.*
(a)(5)(v)	Press Release issued by the Parent on October 25, 2006.*
(a)(5)(vi)	Press Release issued by the Parent on October 30, 2006.*
(a)(5)(vii)	Press Release issued by the Parent on November 2, 2006
(b)	None.
(d)	Agreement and Plan of Merger, dated as of July 25, 2006, by and among the Parent, the Offeror and the Company.*
(d)(2)	Form of Tender and Voting Agreement entered into between the Parent and each of Brad Boston, Joseph Costello, Sandra Escher, Stanley Keller, Igal Kohavi, James Larson, David Murphy, Clyde Ostler, Yuval Scarlat, Yair Shamir, Brian Stein, Giora Yaron and Anthony Zingale on July 25, 2006.*
(g)	None.
(h)	None.

*

Previously filed.

        After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

MARS LANDING CORPORATION
By:	/s/  CHARLES N. CHARNAS
Name: Charles N. Charnas
Title: Treasurer and Assistant Secretary
HEWLETT-PACKARD COMPANY
By:	/s/  CHARLES N. CHARNAS
Name: Charles N. Charnas
Title: Acting General Counsel, Vice President and Assistant Secretary

Dated November 2, 2006

EX-99.(A)(5)(VII)

Exhibit (a)(5)(vii)

News release

HP Completes Tender Offer for Mercury Interactive; Expects to Complete Acquisition Within Several Days

Editorial contacts: Ryan J. Donovan, HP +1 650 857 8410 ryan.j.donovan@hp.com HP Media Hotline +1 866 266 7272 pr@hp.com www.hp.com/go/newsroom Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304 www.hp.com

PALO ALTO, Calif., Nov. 2, 2006—HP today announced that it has completed its tender offer for Mercury Interactive Corp. HP's tender offer for all of the outstanding shares of Mercury expired at midnight, New York City time, on November 1, 2006. As of that time, approximately 85.7 million shares, representing approximately 96% percent of Mercury's outstanding shares, were tendered and not withdrawn in the offer (including shares tendered by notice of guaranteed delivery). HP has accepted for payment all tendered shares. The completion of the tender offer is the first step in HP's two-step acquisition of Mercury. The second and final step, the merger of Mercury with an HP subsidiary, is expected to occur within the next several days. About HP HP is a technology solutions provider to consumers, businesses and institutions globally. The company's offerings span IT infrastructure, global services, business and home computing, and imaging and printing. For the four fiscal quarters ended July 31, 2006, HP revenue totaled $90.0 billion. More information about HP (NYSE, Nasdaq: HPQ) is available at www.hp.com. Forward-looking statements This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected timing of the completion of the Mercury acquisition; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include risks relating to the timing or ultimate completion of the Mercury acquisition and other risks that are described from time to time in HP's Securities and Exchange Commission reports, including but not limited to the risks described in HP's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2006, and other reports filed after HP's Annual Report on Form 10-K for the fiscal year ended Oct. 31, 2005. HP assumes no obligation and does not intend to update these forward-looking statements. Note to editors: HP news releases are available via RSS feed at www.hp.com/hpinfo/rss.html. © 2006 Hewlett-Packard Development Company, L.P. The information contained herein is subject to change without notice. HP shall not be liable for technical or editorial errors or omissions contained herein. 11/2006