The executives cautioned that the talks were at a delicate stage and could still break down.
If reached, the deal would reshape Hewlett-Packard into a full-service computer hardware manufacturer and consulting services company, mimicking the successful business model of IBM, which was developed by its chairman and chief executive, Louis Gerstner Jr., himself a former consultant at McKinsey & Co.
For PricewaterhouseCoopers, the sale would finally sever its consulting arm from its accounting business, a relationship that the Securities and Exchange Commission had questioned as too close because of the potential for conflicts of interest between the auditing and consulting units.
A spokesman for PricewaterhouseCoopers said, "We don't comment on rumors."
A spokesman for Morgan Stanley Dean Witter, which is representing the firm, also declined to comment.
A spokesman for Hewlett-Packard could not be reached for comment.
Executives close to the negotiations said.
PricewaterhouseCoopers had also held preliminary talks with General Electric, Siemens AG of Germany, Microsoft and IBM, among others, but Hewlett-Packard had emerged as the most serious partner.
The Hewlett-Pricewaterhouse deal would be subject to approval by PricewaterhouseCoopers' more than 10,000 partners as well as the Securities and Exchange Commission.