SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HALLORAN JEAN

(Last)

(First)

(Middle)

5301 STEVENS CREEK BLVD, MS 1A-LC

(Street)

SANTA CLARA

95051

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGILENT TECHNOLOGIES INC [ A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2009		S		3,955	D	$29.15	81,559.32	D
Common Stock	12/09/2009		S		5,000	D	$29.13	76,559.32	D
Common Stock	12/09/2009		M		157,522	A	$24.45	234,081.32	D
Common Stock	12/09/2009		S⁽¹⁾		157,522	D	$29.107	76,559.32	D
Common Stock	12/09/2009		M		26,778	A	$21.72	103,337.32	D
Common Stock	12/09/2009		M		40,014	A	$15.14	143,351.32	D
Common Stock	12/09/2009		S⁽²⁾		40,014	D	$29.102	103,337.32	D
Common Stock	12/09/2009		S		26,778	D	$29.1	76,559.32	D
Common Stock	12/09/2009		M		17,533	A	$19	94,092.32	D
Common Stock	12/09/2009		S⁽³⁾		17,533	D	$29.14	76,559.32	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$24.45	12/09/2009		M			157,522	11/26/2002	11/25/2011	Common Stock	157,522	$0	0	D
Employee Stock Option (Right to Buy)	$15.14	12/09/2009		M			40,014	11/19/2003	11/18/2012	Common Stock	40,014	$0	0	D
Employee Stock Option (Right to Buy)	$21.72	12/09/2009		M			26,778	11/16/2005	11/15/2014	Common Stock	26,778	$0	0	D
Employee Stock Option (Right to Buy)	$19	12/09/2009		M			17,533	11/18/2009	11/17/2018	Common Stock	17,533	$0	52,602	D

Explanation of Responses:

1. The weighted average sales price was $29.107 with a range of $29.10 to $29.138. The actual sales prices are as follow: 69,433 shares sold at $29.10; 36,860 shares sold at $29.105; 3,500 shares sold at $29.108; 21,105 shares sold at $29.11; 6,124 shares sold at $29.115; 600 shares sold at $29.118; 2,500 shares sold at $29.12; 5,000 shares sold at $29.125; 1,000 shares sold at $29.128; 4,000 shares sold at $29.13; 7,000 shares sold at $29.135; and 400 shares sold at $29.138.

2. The weighted average sales price was $29.102 with a range of $29.10 to $29.11. The actual sales prices are as follow: 27,614 shares sold at $29.10; 8,600 shares sold at $29.105; 1,100 shares sold at $29.108; and 2,700 shares sold at $29.11.

3. The weighted average sales price was $29.14 with a range of $29.10 to $29.17. The actual sales prices are as follow: 1,933 shares sold at $29.10; 1,000 shares sold at $29.11; 3,500 shares sold at $29.13; 3,500 shares sold at $29.14; 1,300 shares sold at $29.15; 5,300 shares sold at $29.16; and 1,000 shares sold at $29.17.

	/s/ Stephen D. Williams, attorney-in-fact for Ms. Halloran	12/11/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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