Date:    12/17/97  9:42 AM

Subject: s7-26-97 / Hewlett Packard Company

     December 15, 1997
     
     Hon. Jonathan G. Katz
     Secretary
     U.S. Securities and Exchange Commission 
     450 Fifth Street NW
     Washington. D.C. 20549
     
     Re:  Fle No. S7-26-97
     
     Dear Secretary Katz:
     
     Hewlett-Packard Company appreciates the opportunity to comment on 
     proposed federal legislation dealing with charitable giving by public 
     companies -- specifically, H.R. 944 and H.R. 945.  
     
     We oppose this legislation for many reasons.  We suspect the net 
     effect of these bills, if passed, would be to reduce corporate giving 
     to charitable institutions -- especially local nonprofits that support 
     community needs -- at a time when that's exactly the opposite of 
     what's needed.  We also suspect corporate resources would be diverted 
     from charitable work to administrative work, and that employee 
     volunteerism, which is often linked to corporate giving programs, 
     would decline.
     
     We can't imagine that Congress would knowingly set out to cause these 
     things to happen, but that's exactly what we think would happen if 
     H.R. 944 and H.R. 945 were to become law. 
     
     Rather than belabor these concerns, which we're sure others have 
     described in much more eloquent terms, we would like to give you a bit 
     of data that might help address the cost issue.  
     
     If we were to comply with H.R. 944's provisions to disclose to 
     shareholders all charitable gifts and their amounts, we anticipate that 
     this would add approximately $300,000-350,000 to the cost of producing 
     and distributing our annual report.  We make grants to more than 4,000 
     individual charities and educational institutions in the United States 
     alone.  Documenting all of these gifts in legible type would add 
     considerable bulk and expense to our report.
     
     It's extremely difficult to interpret the requirements of H.R. 945 for 
     shareholder direction of philanthropic gifts.  If the intent is to 
     require companies to solicit input from all shareholders, encouraging 
     them to submit names of charities or chose from a predetermined list, 
     we suspect the administrative cost would run in the tens of thousands 
     of dollars, plus a transaction fee of approximately $50-100 for each 
     grant processed.  If the intent is simply to allow for shareholder 
     input without actively soliciting it, then costs would be less, but 
     still nontrivial.  HP has approximately 100,000 named shareholders of 
     record, so we suspect even modest participation would add 
     significantly to our administrative costs -- and reduce funds 
     available for actual giving.
     
     We hope this bit of data is helpful to you in understanding our 
     position on these two bills.  We can see little if any benefit from 
     their passage; we see a good deal of potential harm.  That's not the 
     way legislation is supposed to work.
     
     Respectfully submitted,
     
     
     Roy E. Verley
     Director, Corporate Communications and Corporate Philanthropy