Certificate of Incorporation - Hewlett-Packard Co.


  
                       CERTIFICATE OF INCORPORATION
    
                                   OF
  
                         HEWLETT-PACKARD COMPANY
  
   
                                ARTICLE I
   
     The name of this corporation is Hewlett-Packard Company (the
  'Corporation').
   
                                ARTICLE II
   
     The address of the Corporation's registered office in the State of
  Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of
  New Castle. The name of its registered agent at such address is The
  Corporation Trust Company.
   
                                ARTICLE III
   
     The nature of the business or purposes to be conducted or promoted
  by the Corporation is to engage in any lawful act or activity for which
  corporations may be organized under the General Corporation Law of
  Delaware.
   
                                ARTICLE IV
   
     The Corporation is authorized to issue two classes of stock to be
  designated, respectively, Preferred Stock, par value $0.01 per share
  ('Preferred'), and Common Stock, par value $0.01 per share ('Common'). 
  The total number of shares of Common that the Corporation shall have
  authority to issue is 4,800,000,000. The total number of shares of
  Preferred that the Corporation shall have authority to issue is
  300,000,000. The Preferred Stock may be issued from time to time in one
  or more series.
   
     The Corporation shall from time to time in accordance with the
  laws of the State of Delaware increase the authorized amount of its
  Common if at any time the number of Common shares remaining unissued and
  available for issuance shall not be sufficient to permit conversion of
  the Preferred.
   
     The Board of Directors is hereby authorized, subject to limitations
  prescribed by law and the provisions of this Article IV, by resolution to 
  provide for the issuance of the shares of Preferred in one or more series, 
  and to establish from time to time the number of shares to be included 
  in each such series, and to fix the designation, powers, privileges, 
  preferences, and relative participating, optional or other rights, if any,
  of the shares of each such series and the qualifications, limitations or
  restrictions thereof.
   
     The authority of the Board with respect to each series shall include,
  but not be limited to, determination of the following:
  
          A.  The number of shares constituting that series (including
       an increase or decrease in the number of shares of any such series
       (but not below the number of shares in any such series then
       outstanding)) and the distinctive designation of that series;
   
          B.  The dividend rate on the shares of that series, whether
       dividends shall be cumulative, and, if so, from which date or
       dates, and the relative rights of priority, if any, of payment of
       dividends on shares of that series;
    
          C.  Whether that series shall have the voting rights (including 
       multiple or fractional votes per share) in addition to the voting
       rights provided by law, and, if so, the terms of such voting rights;
   
          D.  Whether that series shall have conversion privileges,
       and, if so, the terms and conditions of such privileges, including
       provision for adjustment of the conversion rate in such events as
       the Board of Directors shall determine;
   
          E.  Whether or not the shares of that series shall be redeemable, 
       and, if so, the terms and conditions of such redemption, including 
       the date or dates upon or after which they shall be redeemable, and 
       the amount per share payable in case of redemption, which amount may
       vary under different conditions and at different redemption rates;
   
          F.  Whether that series shall have a sinking fund for the
       redemption or purchase of shares of that series, and, if so, the
       terms and the amount of such sinking funds;
   
          G.  The rights of the shares of that series in the event of
       voluntary or involuntary liquidation, dissolution or winding up of
       the Corporation, and the relative rights of priority, if any, of
       payment of shares of that series; and
   
          H.  Any other relative rights, preferences and limitations
       of that series.
   
     No holders of shares of the corporation of any class, now or
  hereafter authorized, shall have any preferential or preemptive rights
  to subscribe for, purchase or receive any shares of the corporation of
  any class, now or hereafter authorized, or any options or warrants for
  such shares, or any rights to subscribe for, purchase or receive any
  securities convertible to or exchangeable for such shares, which may at
  any time be issued, sold or offered for sale by the corporation, except
  in the case of any shares of Preferred Stock to which such rights are
  specifically granted by any resolution or resolutions of the Board of
  Directors adopted pursuant to this Article IV.
   
  
                               ARTICLE V
   
     The Corporation is to have perpetual existence.
   
                               ARTICLE VI
   
     For the management of the business and for the conduct of the
  affairs of the Corporation, and in further definition, limitation and
  regulation of the powers of the Corporation, of its directors and of its
  stockholders or any class thereof, as the case may be, it is further
  provided that:
   
          A.  The management of the business and the conduct of the
       affairs of the  Corporation shall be vested in its Board of
       Directors. The number of directors of this Corporation shall not
       be less than eleven (11) nor more than twenty-one (21). The exact
       number of directors shall be fixed and may be changed from time to
       time, within the limits specified above, by an amendment to the
       Bylaws duly adopted by the stockholders or by the Board of
       Directors.
   
          B.  In furtherance and not in limitation of the powers
       conferred by the laws of the State of Delaware, the Board of
       Directors is expressly authorized to make, alter, amend, or repeal
       the Bylaws of the Corporation.
   
          C.  The directors of the Corporation need not be elected by
       written ballot unless the Bylaws of the Corporation so provide.
   
          D.  Advance notice of stockholder nomination for the
       election of directors and of any other business to be brought by
       stockholders before any meeting of the stockholders of the
       Corporation shall be given in the manner provided in the Bylaws of
       the Corporation.
    
          E.  No action shall be taken by the stockholders of the
       Corporation except at an annual or special meeting of the
       stockholders called in accordance with the Bylaws and no action
       shall be taken by the stockholders by written consent.
   
                               ARTICLE VII
   
     At the election of directors of the Corporation, each holder of
  stock of any class or series shall be entitled to cumulative voting
  rights as to the directors to be elected by each class or series in
  accordance with the provisions of Section 214 of the General Corporation
  Law of the State of
  Delaware.
   
                              ARTICLE VIII
   
     The name and mailing address of the incorporator are as follows:
   
          Marie Oh Huber
          Hewlett-Packard Company
          Corporate Legal Department
          3000 Hanover Street
          Palo Alto, California 94304-1185
  
                               ARTICLE IX
   
     The Corporation reserves the right to amend, alter, change, or
  repeal any provision contained in this Certificate of Incorporation, in
  the manner now or hereafter prescribed by the laws of the State of
  Delaware, and all rights conferred herein are granted subject to this
  reservation.
   
                               ARTICLE X
   
     A.  To the fullest extent permitted by the Delaware General
  Corporation Law as the same exists or as may hereafter be amended, no
  director of the Corporation shall be personally liable to the
  Corporation or its stockholders for monetary damages for breach of
  fiduciary duty as a director.
   
     B.  The Corporation may indemnify to the fullest extent permitted
  by law any person made or threatened to be made a party to an action or
  proceeding, whether criminal, civil, administrative or investigative, by
  reason of the fact that he, his testator or intestate is or was a
  director, officer or employee of the Corporation or any predecessor of
  the Corporation or serves or served at any other enterprise as a
  director, officer or employee at the request of the Corporation or any
  predecessor to the Corporation.
   
     C.  Neither any amendment nor repeal of this Article X, nor the
  adoption of any provision of the Corporation's Certificate of
  Incorporation inconsistent with this Article X, shall eliminate or
  reduce the effect of this Article X, with respect of any matter
  occurring, or any action or proceeding accruing or arising or that, but
  for this Article X, would accrue or arise, prior to such amendment,
  repeal, or adoption of an inconsistent provision.
   
                               ARTICLE XI
   
     Meetings of stockholders may be held within or without the State
  of Delaware, as the Bylaws may provide. The books of the Corporation may
  be kept (subject to any provision contained in the laws of the State of
  Delaware) outside of the State of Delaware at such place or places as
  may be designated from time to time by the Board of Directors or in the
  Bylaws of the Corporation.
  
     IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges
  that the foregoing Certificate of Incorporation is her act and deed and 
  that the facts stated herein are true.
   
  
                                                  /s/ MARIE OH HUBER
                                                  ------------------
                                                  Marie Oh Huber
                                                  Incorporator
     
  Dated: February 11, 1998