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                                                                     EXHIBIT 4.2

                             HEWLETT-PACKARD COMPANY

                        OFFICERS' CERTIFICATE PURSUANT TO
                          SECTION 301 OF THE INDENTURE

                                DECEMBER 6, 2001

         Ann O. Baskins and Charles N. Charnas do hereby certify that we are the
duly appointed Vice President, General Counsel and Secretary and Senior Managing
Counsel and Assistant Secretary, respectively, of Hewlett-Packard Company, a
Delaware corporation (the "COMPANY"). We further certify, pursuant to
resolutions of the Executive Committee of the Board of Directors of the Company
and the Debt Subcommittee of the Company adopted on February 11, 2000 and
December 3, 2001, respectively (copies of which are attached hereto as EXHIBITS
A-1 AND A-2), that pursuant to Section 301 of the Indenture, dated as of June 1,
2000 (the "INDENTURE") between the Company and JP Morgan Trust Company, National
Association (formerly known as Chase Manhattan Bank and Trust Company, National
Association), as Trustee, a series of debt securities of the Company is hereby
established, with the following terms and provisions:

         1. The title of such series of Securities shall be the "5.75% Global
Notes due December 15, 2006" (the "NOTES").

         2. The aggregate principal amount of the Notes that may be
authenticated and delivered under the Indenture shall be $1,000,000,000 (except
for Notes authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906
and 1107 of the Indenture, and except for any Notes which, pursuant to Section
303 of the Indenture, shall be deemed never to have been authenticated and
delivered thereunder).

         3. The price at which the Notes shall be issued to the public is
99.465%.

         4. Interest on the Notes shall be payable to the Persons in whose names
the Notes (or one or more Predecessor Securities) are registered at the close of
business on the Regular Record Date for such interest.

         5. The Stated Maturity of the Notes on which the principal thereof is
due and payable is December 15, 2006.

         6. The Notes shall bear interest at 5.75% per annum from December 6,
2001, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable semiannually on June 15 and December 15 of
each year (each, an "INTEREST PAYMENT DATE"), commencing June 15, 2002, to the
Person in whose name the Note (or one or more Predecessor Securities) are
registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth day, whether or not a Business Day,
immediately preceding such Interest Payment Date. Interest on the Notes shall be
calculated on the basis of a 360-day year of twelve 30-day months.

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         7. The rate or rates of interest, if any, payable on overdue
installments of principal of, or any premium or interest on, the Notes shall be
5.75% per annum.

         8. The Notes shall be issued in the form of one or more Global Notes
(the "GLOBAL NOTES"). So long as the Notes shall be issued in whole in the form
of the Global Notes, the principal of, premium, if any, and interest, if any, on
the Notes shall be paid in immediately available funds to the Depositary or a
nominee of the Depositary. If at any time the Notes are no longer represented by
the Global Notes and are issued in definitive form ("CERTIFICATED NOTES"), then
the principal of, premium, if any, and interest, if any, on each Certificated
Note at Maturity shall be paid to the Holder upon surrender of such Certificated
Note at the office or agency maintained by the Company in the Borough of
Manhattan, The City of New York (which shall initially be the office of JP
Morgan Trust Company, National Association, the Trustee), provided that such
Certificated Note is surrendered to the Trustee, acting as Paying Agent, in time
for the Paying Agent to make such payments in such funds in accordance with its
normal procedures. Payments of interest with respect to Certificated Notes other
than at Maturity may, at the option of the Company, be made by check mailed to
the address of the Person entitled thereto as it appears on the Security
Register on the relevant Regular or Special Record Date or by wire transfer in
same day funds to such account as may have been appropriately designated to the
Paying Agent by such Person in writing not later than such relevant Regular of
Special Record Date. Each payment of principal, premium, if any, and interest,
if any, shall be made in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts. Transfer of the Notes shall be registrable on the Securities Register
upon the surrender of the Notes for registration of transfer at the office or
agency maintained by the Company in the Borough of Manhattan, The City of New
York (which shall initially be the office of JP Morgan Trust Company, National
Association, the Trustee).

         9. The Notes are subject to redemption at the option of the Company (an
"OPTIONAL REDEMPTION") and redeemable at the option of the Company in the event
of tax events (a "REDEMPTION FOR TAX PURPOSES").

                  (a) OPTIONAL REDEMPTION. The Company will have the right to
         redeem the Notes, in whole or in part at any time, on at least 30 days
         but no more than 60 days prior written notice mailed to the registered
         Holders of the Notes to be redeemed. The Redemption Price will be equal
         to the greater of (1) 100% of the principal amount of the Notes to be
         redeemed or (2) the sum, as determined by the Quotation Agent (as
         defined below), of the present value of the principal amount of the
         Notes to be redeemed and the remaining scheduled payments of interest
         thereon from the Redemption Date to the maturity date (the "REMAINING
         LIFE") discounted from the scheduled payment dates to the Redemption
         Date on a semiannual basis (assuming a 360-day year consisting of
         twelve 30-day months) at the Treasury Rate (as defined below) plus 25
         basis points, plus accrued and unpaid interest on the principal amount
         being redeemed to the Redemption Date.

                  If money sufficient to pay the Redemption Price of and accrued
         interest on the Notes (or portions thereof) to be redeemed on the
         Redemption Date is deposited with the Trustee or paying agent on or
         before the Redemption Date and the conditions set forth in Article 11
         of

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         the Indenture are satisfied, then on and after the Redemption Date,
         interest will cease to accrue on such Notes (or such portion thereof)
         called for redemption. If any Redemption Date is not a Business Day,
         the Company will pay the Redemption Price on the next Business Day
         without any interest or other payment due to the delay.

                  If less than all of the Notes of a series are to be redeemed,
         the Trustee will select the Notes for redemption on a pro rata basis,
         by lot or by such other method as the Trustee deems appropriate and
         fair. No Notes of $1,000 or less will be redeemed in part.

                  "Comparable Treasury Issue" means the United States Treasury
         security selected by the Quotation Agent as having a maturity
         comparable to the Remaining Life that would be utilized, at the time of
         selection, and in accordance with customary financial practice, in
         pricing new issues of corporate debt securities of comparable maturity
         with the Remaining Life.

                  "Comparable Treasury Price" means, with respect to any
         Redemption Date, the average of two Reference Treasury Dealer
         Quotations for such Redemption Date.

                  "Quotation Agent" means the Reference Treasury Dealers.

                  "Reference Treasury Dealer" means each of Credit Suisse First
         Boston Corporation and Salomon Smith Barney Inc., and their respective
         successors; provided, however, that if any of the foregoing shall cease
         to be a primary U.S. Government securities dealer in The City of New
         York (a "Primary Treasury Dealer"), the Company shall substitute
         therefor another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
         each Reference Treasury Dealer and any Redemption Date, the average, as
         determined by the Trustee, of the bid and asked prices for the
         Comparable Treasury Issue (expressed in each case as a percentage of
         its principal amount) quoted in writing to the Trustee by the Reference
         Treasury Dealer at 5:00 p.m., New York City time, on the third Business
         Day preceding the Redemption Date.

                  "Treasury Rate" means, with respect to any Redemption Date,
         the rate per annum equal to the semiannual equivalent yield to maturity
         of the Comparable Treasury Issue, assuming a price for the Comparable
         Treasury Issue (expressed as a percentage of its principal amount)
         equal to the Comparable Treasury Price for the Redemption Date.

                  (b) REDEMPTION FOR TAX PURPOSES. The Company may, at its
         option, redeem, as a whole, but not in part, the Notes on not less than
         30 nor more than 60 days' prior notice to the Holder of record at a
         Redemption Price equal to 100% of their principal amount, together with
         interest accrued to the Redemption Date if either of the following
         occurs:

                           (1) as a result of any change in, or amendment to,
                  the laws (or any regulations or rulings promulgated
                  thereunder) of the United States (or any political

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                  subdivision or taxing authority thereof or therein), or any
                  change in the official application (including a ruling by a
                  court of competent jurisdiction in the United States) or
                  interpretation of such laws, regulations or rulings, which
                  change or amendment is announced or becomes effective on or
                  after the consummation of this offering, the Company becomes
                  or will become obligated to pay Additional Amounts (as defined
                  in Section 25 below) as described below under Section 25 of
                  "Payment of Additional Amounts;" or

                           (2) any act is taken by a taxing authority of the
                  United States on or after the consummation of this offering,
                  whether or not such act is taken with respect to the Company
                  or any affiliate, that results in a substantial likelihood
                  that the Company will or may be required to pay such
                  Additional Amounts.

                  However, in order to redeem the Notes pursuant to this
         provision the Company will be required to determine, in its business
         judgment, that the obligation to pay such Additional Amounts cannot be
         avoided by the use of commercially reasonable measures available to the
         Company, not including substitution of the obligor under the Notes or
         any action that would entail a material cost to the Company. The
         Company may not redeem unless the Company shall have received an
         opinion of counsel to the effect that because of an act taken by a
         taxing authority of the United States (as discussed above) such an act
         results in a substantial likelihood that the Company will or may be
         required to pay Additional Amounts described above and the Company
         shall have delivered to the Trustee a certificate, signed by a duly
         authorized officer, stating that based on such opinion the Company is
         entitled to redeem the Notes pursuant to their terms.

         10. The Notes are not subject to any sinking fund or analogous
provisions. The Notes will not be redeemable at the option of the Holder thereof
prior to Maturity.

         11. The Notes shall be issuable only in denominations of $1,000 and any
integral multiple thereof.

         12. Except as otherwise provided herein, the amount of payments of
principal of, or any premium or interest on, any Notes may not be determined
with reference to an index, formula or other method.

         13. The Notes may be purchased only in currency of the United States
and payment of principal of, premium, if any, and interest on the Notes will
only be made in currency of the United States.

         14. The payment of principal of, premium, if any, or interest on the
Notes will not be payable at the option of the Company or the Holder in any
currency or currency units other than in the currency of the United States.

         15. One hundred percent (100%) of the principal amount of the Notes
will be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 502 of the Indenture.

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         16. The aggregate principal amount payable at Stated Maturity of the
Notes is $1,000,000,000.

         17. The defeasance and covenant defeasance provisions of Article
Thirteen of the Indenture will apply to the Notes.

         18. The Notes may not be converted into other securities or property.

         19. The Depositary for the Global Note shall be The Depository Trust
Company, a New York Corporation ("DTC"). The Notes will be represented by one or
more Global Notes registered in the name of DTC or Cede & Co., as a nominee of
DTC. Except as set forth in Section 305 of the Indenture, such Global Notes may
be transferred, in whole and not in part, only to Depositary or another nominee
of Depositary.

         20. There are no Events of Default with respect to the Notes that are
in addition to the Events of Default contained in the Indenture.

         21. The Trustee will also act as the Security Registrar and the Paying
Agent, and for so long as the Notes are listed on the Luxembourg Stock Exchange,
JP Morgan Bank Luxembourg, 5 Rue Plaetis, P.O. Box 240, Luxembourg, L-2012, will
act as Paying Agent in Luxembourg with respect to the Notes.

         22. The Notes are not subject to any guarantee with respect to the
payments of principal, premium, if any, or interest.

         23. The Notes are unsecured.

         24. Sections 1008 and 1009 of the Indenture will apply to the Notes
without variation.

         25. The following are additional provisions with respect to the Notes:

                  (a) PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject
         to certain exceptions and limitations set forth below, pay to the
         Holder of any Note who is a United States Alien (as defined below), as
         additional interest, such Additional Amounts ("ADDITIONAL AMOUNTS") as
         may be necessary in order that every net payment on such Note
         (including payment of the principal of and interest on such Note) by
         the Company or the Company's specified Paying Agent, after deduction or
         withholding for or on account of any present or future tax, assessment
         or other governmental charge imposed upon or as a result of such
         payment by the United States (or any political subdivision or taxing
         authority thereof or therein), will not be less than the amount
         provided in such Note to be then due and payable. However, the
         Company's obligation to pay Additional Amounts will not apply to:

                           (1) any tax, assessment or other governmental charge
                  that would not have been so imposed but for the existence of
                  any present or former connection between such Holder or
                  beneficial owner of such Note (or between a fiduciary, settlor
                  or beneficiary of, or a person holding a power over, such
                  Holder, if such Holder is an

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                  estate or a trust, or a member or shareholder of such Holder,
                  if such Holder is a partnership or corporation) and the United
                  States or any political subdivision or taxing authority
                  thereof or therein, including, without limitation, such Holder
                  (or such fiduciary, settlor, beneficiary, person holding a
                  power, member or shareholder) being or having been a citizen
                  or resident of the United States or treated as a resident
                  thereof or being or having been engaged in a trade or business
                  or present therein or having or having had a permanent
                  establishment therein; or such Holder's or beneficial owner's
                  past or present status as a personal holding company, foreign
                  personal holding company, passive foreign investment company,
                  foreign private foundation or other foreign tax-exempt
                  organization with respect to the United States, controlled
                  foreign corporation for United States tax purposes or
                  corporation that accumulates earnings to avoid United States
                  federal income tax;

                           (2) any estate, inheritance, gift, excise, sales,
                  transfer, wealth or personal property tax or any similar tax,
                  assessment or other governmental charge;

                           (3) any tax, assessment or other governmental charge
                  that would not have been imposed but for the presentation by
                  the Holder of a Note for payment more than 30 days after the
                  date on which such payment became due and payable or the date
                  on which payment thereof was duly provided for, whichever
                  occurred later;

                           (4) any tax, assessment or other governmental charge
                  that is payable otherwise than by withholding from a payment
                  on a Note;

                           (5) any tax, assessment or other governmental charge
                  required to be withheld by any Paying Agent from a payment on
                  a Note, if such payment can be made without such withholding
                  by any other paying agent;

                           (6) any tax, assessment or other governmental charge
                  that would not have been imposed but for a failure to comply
                  with applicable certification, information, documentation,
                  identification or other reporting requirements concerning the
                  nationality, residence, identity or connection with the United
                  States of the Holder or beneficial owner of a Note if such
                  compliance is required by statute or regulation of the United
                  States or by an applicable tax treaty to which the United
                  States is a party as a precondition to relief or exemption
                  from such tax, assessment or other governmental charge;

                           (7) any tax, assessment or other governmental charge
                  imposed on a Holder that actually or constructively owns 10%
                  or more of the combined voting power of all classes of stock
                  of the Company;

                           (8) any tax, assessment or governmental charge that
                  would not have been imposed or withheld but for the treatment
                  of the interest by the Company as contingent interest
                  described in Section 871(h)(4) of the Internal Revenue Code of
                  1986, as amended;

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                           (9) any tax, assessment or governmental charge that
                  would not have been imposed or withheld but for an election by
                  the Holder the effect of which is to make the payment of the
                  principal of, or interest (or any other amount) on, a Note by
                  the Company or a Paying Agent subject to United States federal
                  income tax; or

                           (10) any combination of items (1), (2), (3), (4),
                  (5), (6), (7), (8) and (9).

                  In addition, the Company shall not be required to pay
         Additional Amounts on a Note to a Holder that is a fiduciary or
         partnership or other than the sole beneficial owner of such payment to
         the extent a beneficiary or settlor with respect to such fiduciary or a
         member of such partnership or a beneficial owner would not have been
         entitled to Additional Amounts (or payment of Additional Amounts would
         not have been necessary) had such beneficiary, settlor, member or
         beneficial owner been the Holder of such Note.

                  For the purposes above, a "United States Alien" means any
         Person who, for United States federal income tax purposes, is a foreign
         corporation, a non-resident alien individual, a non-resident alien
         fiduciary of a foreign estate or trust, or a foreign partnership one or
         more of the members of which is, for United States federal income tax
         purposes, a foreign corporation, a non-resident alien individual or a
         non-resident alien fiduciary, of a foreign estate or trust. "United
         States" means the United States of America (including the States and
         the District of Columbia) and its territories, its possessions and
         other areas subject to its jurisdiction.

                  (b)      LUXEMBOURG STOCK EXCHANGE.  So long as the Notes are
         listed on the Luxembourg Stock Exchange, the following provisions will
         be applicable to the Notes:

                           (1) notices with respect to the Notes shall be
                  published in a daily newspaper of general circulation in
                  Luxembourg, which is expected to be the LUXEMBOURG WORT, to
                  the extent such publication is required by the Exchange; and

                           (2) the Company will maintain a Paying Agent in
                  Luxembourg as specified in Section 21 above, and any change in
                  the Paying Agent and transfer agent will be published in
                  Luxembourg as specified in (1) above to the extent such
                  publication is required by the Exchange.

         In rendering this Officers' Certificate, each of undersigned has read
the Indenture, including Sections 102, 201, 301 and 303 thereof, and has made
such examinations and investigations which, in his or her opinion, are necessary
to enable such person to express an informed opinion as to whether all covenants
and conditions required under the Indenture to be complied with or satisfied in
connection with the Trustee's authentication and delivery of the Notes, have
been complied with or satisfied, and, in such person's opinion, all such
covenants and conditions have been complied with and satisfied.

         Attached hereto as EXHIBIT B is the form of Global Note (the "GLOBAL
SECURITIES"). We further approve all of the terms and conditions set forth on or
referred to in the attached forms of

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Global Securities. In the event that Certificated Notes (the "CERTIFICATED
SECURITIES") are issued in exchange for a Global Security, the form of
certificate evidencing the Certificated Security shall be in substantially the
form of the attached Global Security, with such grammatical and other changes as
are necessary to evidence the Securities in definitive form rather than as
Global Securities.

         Capitalized terms used herein that are not otherwise defined herein
shall have the meanings assigned to them in the Indenture.



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         IN WITNESS WHEREOF, the undersigned have executed this certificate as
of the date set forth above.



                                          HEWLETT-PACKARD COMPANY




                                          By:  /S/ ANN O. BASKINS
                                             -----------------------------------
                                             Ann O. Baskins
                                             Vice President, General Counsel and
                                              Secretary

                                          By:  /S/ CHARLES N. CHARNAS
                                             -----------------------------------
                                             Charles N. Charnas
                                             Senior Managing Counsel and
                                              Assistant Secretary



              [Signature page to Section 301 Officers' Certificate]