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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14a-8

January 22, 2007

Amy L. Goodman
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306

Re: Hewlett-Packard Company
Incoming Letter dated November 3, 2006

Dear Ms. Goodman:

This is in response to your letter dated November 3, 2006 concerning the shareholder proposal submitted to Hewlett-Packard Company ("HP") by the AFSCME Employees Pension Plan, Connecticut Retirement Plans and Trust Funds, New York State Common Retirement Fund, and North Carolina Equity Investment Fund Pooled Trust (together, the "proponents"). Pursuant to rule 14a-8(j) under the Securities Exchange Act of 1934, your letter indicated HP's intention to exclude the proposal from HP's proxy materials. We also have received a letter from the proponents dated December 5, 2006.

The proposal amends the bylaws to require that HP include the name, along with certain disclosures and statements, of any person nominated for election to the board by a stockholder who has beneficially owned 3% or more of HP's outstanding common stock for at least two years.

One of the United States Courts of Appeals has recently addressed the scope of rule 14a 8(i)(8). See American Federation of State, County and Municipal Employees, Employees Pension Plan v. American International Group, Inc. (2d Cir., Sep. 5, 2006). This decision disagreed with certain prior staff interpretations upon which you have relied as precedent. Your letter, however, assumes that the Ninth Circuit is the applicable jurisdiction for purposes of this request. Since we are unable to dispute or concur in this assumption, we express no view concerning whether HP may exclude the proposal under rule 14a-8(i)(8) as relating to an election for membership on its board of directors.

In connection with the foregoing, your attention is directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals.


Ted Yu
Special Counsel



Gerald W. McEntee
AFSCME Employees Pension Plan
1625 L Street, N.W.
Washington, DC 20036

Howard G. Rifkin
Deputy State Treasurer
Connecticut Retirement Plans and Trust Funds
55 Elm Street
Hartford, CT 06106-1773

Julie Gresham
Director of Corporate Governance
New York State Common Retirement Fund
110 State Street
Albany, NY 12236

Richard H. Moore
State Treasurer
North Carolina Equity Investment Fund Pooled Trust
325 North Salisbury Street
Raleigh, NC 27603-1385

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/14/2007